Spider-Unleashed Season 1
by marc1986
Summary: After a tragedy Spider-Man does the unthinkable, but it does not end the way he wanted it to.
1. Chapter 1

Spider-Man, along with other characters are from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Just clarifying this Spider-Man's origins isn't really from comic, movie, or show - just my own hodgepodge

For Spider-Man fanfiction readers the beginning may seem familiar because it is I decided to use the beginning of Agent-G's Spider-Man meets Justice League story, but tweaked it a bit. It was so good that I had to try it for myself at least once.

Chapter 1:

A new life

It is tiring for any youth to endure the harsh reality of mankind, but it even harder for those who put the safety of others before their own. "Damn, those thugs stealing from that jewelry store actually put up a decent fight this time." A boy barely in his teen years said as he walked home holding onto his right arm. "Well, at least I didn't have to fight with Wolverine tonight." He added with a smirk and recalled of how their first meeting was like. 'Well, looks like I am going to get chewed out by my aunt and by my girlfriend.' The boy thought with his head hung down and a blush evident on his face; the fact of having a genuine girlfriend that knows who he is was still new to him. A whooshing sound shortly cut off his thought he looked up only to see the house he was walking to was burning. All of that joy and happiness was replaced by anger and sorrow; to make matters worse he heard a familiar laugh that told him who did it. "Goblin!" The boy said with so much hatred and spite it was hard to believe that he had a good side.

"You ruined Norman's life, so it was only fair that I returned the favor." The creature stated cocky as it flew away. The boy did nothing at first just stared at the blaze and remembering the first time he felt this lousy. He vowed that he would never feel this way again, but he failed in that view. His hands balled into fists, his teeth clenched and he only said one thing in great distain.

"This time when I kill you I'll make sure that you stay gone." He tore off his clothes to reveal his true self. He swung after the creature and found him on a bridge the hero landed in front of him and heard a statement from his soon to be dead opponent.

"Let me guess, you just want me to stop and change." He laughed maniacally after that, but he noticed that spider creature did not budge, he just stood there. "Well are you going to say something or…" The creature's statement abruptly ended when a fist rammed into his chest sending him to the edge of the bridge.

"You wasted all of your chances with your useless revenge scheme, but I am going to make sure that will never come to pass." The goblin's opponent stated angrily and for the first time the goblin feared for his own life. Unfortunately as soon as he tried to run away he was assaulted by: three punched five kicks and two knee kicks.

"We will meet again!" Goblin stated and leaped away with his internal bleeding body. The masked boy looked up at him and yelled at him.

"I'm not finished yet!" The goblin looked back which was a big mistake on his part because his chin was assaulted by both red boots and landed in what seemed to be a decrepit building.

"At least I'll be safe in here for a while, and a still have a backup plan." The cretin muttered as he remembered that this is where he put a back up glider.

"I told you that you would not hurt anyone ever again and I meant it." The teenager said aloud in great rage. As he was pounding the creature, that abomination, that beast he ignored the fact that he was clawing back. After what felt like an hour the goblin monster's body was in horrible shape: Internal bleeding, a destroyed rib cage, and a collapsed lung. "Time to finish this once and for all." He yelled as he towered over his opponent; he reared back his right fist and threw it straight at him, but nothing happened.

'Why am I still breathing?' The former Norman Osborn thought before looking to his left and saw Peter's fist went through the wall. 'Why didn't he finish me off?' That was the only thing he could ask himself. He turned back to the torn up mask and for a split second saw a hint of pity in those veteran eyes before he walked away. Watching him walk away aroused something within the ex-human being screaming out. "Get back here Parker; I'm not finished with you yet." Parker calmly turned his head over his right shoulder and said to him in a tranquil tone.

"But I'm through with you, you're not worth it; ya never were." As he continued to walk away Osborn became enraged and activated the spare glider, it flew over the wall and jutted out its three pronged blade.

"Then say hello to my son for me." He shouted and with that the glider headed straight for his prey, but Peter was through giving him chances. Using his spider sense, strength, and reflexes he caught the wing of the glider and threw it back at him; in that motion the goblin was killed for good. He swung away from the disaster area and did not stop until he landed on a familiar roof: the roof where he cried when he let his uncle down. He sat in the center of the building's roof and cried again.

'Now I am truly alone.' He thought as he tore off what was left of his mask and stared at the single white eye starring back at him. 'My life has been nothing less than shit since I first put you on.' He thought bitterly before hearing beautiful, festive music being played on the street below. 'Oh, yeah tonight is that hero festival hosted by Tony.' He thought remembering about this event before a sorrowful thought entered his mind, 'Mary Jane wanted to see this.' He peaked over the ledge, still unmasked, and saw several floats with some of the heroes that he worked side by side with. His mood was shifting from sorrow to happiness until they came to his float and heard shouting along with people throwing several objects at it: glass bottles, beer/soda cans, and of course rotten fruit.

"Go back to what ever rock you came from and stay there!" Most of the people said that or something rather similar. Those words in combination with the physiological trauma that he endured earlier made Parker's final decision.

'Fine! These guys don't even appreciate what I do for them then so be it. This world would be better without Spider-Man anyway.' He thought before putting on what was left of his mask and swung away from the praising and jeering crowd not knowing that some of the people that he helped were there as well.

'…this world would be better without Spider-Man anyway.' The thought entered the mind of a certain red head of the team. 'I wonder if that means he is going to retire.' She thought before feeling an arm wrap around her waist she turned her head and saw Scott Summers, the field leader of the team. A single tear came out of her left eye which he saw and had to ask a rather difficult question for her to answer.

"Is everything alright Jean, your crying?" He spoke in a soothing tone that put her at ease, but not this time. For one she did not to worry Scott and for another she did not want to miss this parade so she lied.

"Don't worry, Scott, I'm fine." She said to him and tried to back it up with a fake laugh and to truly throw him off she pointed to an up coming float. "Hey look, here comes another Fantastic 4 float." With that said those two enjoyed the parade and Jean tried to stop worrying about Spider-Man. She was not the only one who could tell that he was around. An African woman with snow white hair saw a lone figure swing away from the festivities. She turned to the man beside her who had the eyes of a veteran, but compassion as well. She could tell that her friend saw him too and she could only think.

'Be safe my young friend.' She resumed enjoying the floats even though that there was a part of her who wanted to go over to him and see how he was. As he was swinging through the city that would rather throw him into the pit of Hell itself rather than thank him for his actions the more he was sure of his actions. Before he went through with his plan he swung by his house which was now a pile of ash.

"I'm sorry." He muttered as he stared at the mound of cinders that he basically caused. He should have been angry at Nick Fury since he said that he would prevent something like this to happen, but he truly knew that he was the cause of all of this. Without saying anything else he swung away and knew exactly where to go now. A thought from his consciousness was trying to convince him to forget this idea but he retaliated with another thought. 'It is true that I have the other super heroes as friends, but it will only be a matter of time before I cause them misfortune too.' After a few more moments he added, 'This **is **for the best!' He swung as far as need be until he saw the tallest building that the state of New York had to offer. "Not even my damn spider luck will stop me." He muttered as feeling of regret came into play, but he ignored it and just climbed the building. He climbed all the way to the top floor, but he did not stop he climbed on top of their radio tower and then looked down. 'I just wonder who Jameson will badmouth when I am gone.' He thought with the last bit of humor he could muster. He then preformed one last vertical jump and dove head first into the concrete jungle. As he was falling the wounds that he received from his last battle began to open from the fast wind on his exposed skin, but he did not care; before he even touched the ground something did away with him.

"Uh-oh…" Come a comment from a worker from an organization that had monitored not only Peter but along with other creature's existence and did what was right to stop them.

"What is it?" A red haired woman asked as she looked at the man in question. The man tried to sound like he did not have bad news, but he failed miserably.

"We have lost all traces of Spider-Man. It is as though he vanished." The man said, but the woman said nothing she simply put on some ear piece and contacted another person.

"General Fury, I believe we have a problem." She began and told the man all that she knew which was very little. Unfortunately, this development did not go over very well.

"Very well do all what you can, I'm coming over." As he was walking away he could only think of one thing. 'What the hell did you step into this time Parker?' The light that surrounded him quickly brought him to an unknown dimension with heroes that he did not know existed.

"Those will be your names for this team the Loonatics." A blonde haired woman said to a group of six after telling them their names even though that one of them did not like the name that they were left with.

"Danger Duck? That is the best that she can come up with." A mallard with an orange and black outfit said aloud in distain. The other five only rolled their eyes at his statement another one of them was about to talk.

"Look Duck at least it's…" His statement was cut off when a tattered red and blue hero flopped on to their table with blood gushing out like Niagara Falls. He completely forgot what he was about to say and switch gears. "Rev, take him to the infirmary." He said to another beak based member and with a head nod he picked up the body and took him away and in under a minute he came back.

"That's done Ace but that guy was seriously bleeding I mean the entire hall has a solid red floor." The member said to them in a fast talking voice that it made others wonder if he spaced his words. They all then went to the infirmary and went over to the bed that had their unknown, unconscious visitor.

"I just wonder who this guy is?" The designated leader thought aloud and the others had to wonder the same thing. He turned to the green canine and said to him, "Tech, give him a scan with one of them scanners over there." He gestured over to one of the several scanning devices that he spoke of.

"Sure thing, Ace." Tech replied walking over and wheeling over a device that looked like half of a CAT scanner. He placed it over the person and the others walked behind Tech and they all saw a skeletal structure of the person. After a few moments Tech spoke to his teammates. "There seems to be no serious wounds on this guy so let's fix his current wounds." That said they all walked over to him and wondered how to start with this costumed man.

"Let's start by taking off his shirt." The pink and black member of the team suggested. All of them nodded and carefully lifted him up by his shoulder and being very careful not to open his slowly healing wounds took off his top. The upper body of this man was even stranger than his outfit, what they saw was a damaged body that had plenty of scars there was even a bullet wound.

"What are you?" Ace mouthed as he inspected the body while putting some fresh bandages to help the healing a bit. Tech noticed a strange belt around his waist that looked like a utility belt. The bulky member of the team noticed that the gloves that he had on did not go with the rest of his upper body, so while the others were mending him he carefully took of the gloves and grunted out a phrase that sounded like.

"Guys, what are these things?" The others who were done doing the patch-up job noticed them as well. The said item that they were all looking at were wrist mounted devices, but for what purpose? Tech took them off as quietly as he could and began to inspect it.

"This device's design is both simple yet effective." He said in awe and tried to figure out what it did. He put one on his own wrist to inspect it a bit better. However Rev had to start babbling.

"It does look cool Tech, but the question is what is it for?" The genius of the team was trying to concentrate and that is when he saw some sort of pressure type of device in his palm.

'I wonder what this is for?' Tech wondered as he thought about the alien device on his wrist. Then he positioned his arm at Rev who was still talking then steadily pushed down on the device in his palm which fired a web-like substance all over Rev's beak. "Fascinating, these devises seem to fire a solution that seems to harden when it comes in contact with air. This will require additional information, and I will need his belt." He said to his friends, Ace tossed him the belt which they had to remove to repair some cuts around his waist. With those items in hand he left the infirmary, and that was what the others were about to do too until a somewhat annoying voice was heard.

"What about this nearly destroyed mask, shouldn't we see if his face is fine?" The others glared at him since they wanted to be respectful, but he had a good point. Being as careful as they were with his body they took off his mask with extreme caution, and what they saw was even more bizarre than his outfit and his scars.

"You got to be kidding, he is no older than we are, and he had these kinds of scratches." Ace bellowed out of disbelief and the others were just as confused as their leader was. "Since he does not have any scars on his head we'll leave it alone, but maybe one a' us should stay here for an hour or so." He said to his teammates and he was surprised to hear the pink one volunteer.

"I'll do it." She said calmly to the others.

"You sure Lexi, what if he wakes up." Ace asked as he looked at his fellow teammate. She only shrugged off his concern with an easy going statement.

"Don't worry, even if he wakes up, he really can't do anything." What she said did make sense. His body was not in the right condition to move, so after a head nod Ace and the others left the infirmary leaving Lexi alone with an ailing alien. She walked back to him and sat down beside the occupied bed. 'Why did I want to watch him? I mean I could leave for an hour and he would still be here.' She thought but for the life of her she could not figure out why. As he slept Parker dreamt that he survived that fall and was wondering Queens, New York in his school clothes.

"My family was counting on me and I let them down." Peter muttered in his dreams and turned to a sliding glass door, but he did not see him he saw his alter ego: Spider-Man looking back at him. "This is all your fault!" Peter yelled at his currently hated form, but something awkward happened.

"You know that is not true." He got a rebuttal from his reflection. This type of thing never happened when he talked to his reflection before. "I am only a costume; everything that you have done has been done by your own choice. The only thing that I do is give you the courage to speak your mind during battle." He said in a calm tone looking at his true self. Peter did not know how, but he was wearing the battle scarred version of his suit and was in the center of what was left of his house with a pile of ash in both hands.

"I'm sorry, I'm sorry that I let you down. I should have been here to stop that maniac." He said in his dream and as for his body he actually shed a tear of sorrow which was wiped away.

'Guess he must be having a really bad nightmare.' The female rabbit thought as she did that action, but as soon as she did that her hand was caught by a trembling hand of his. 'It must really bad if his hands are shaking this bad.' She surmised however she did not pull her hand away, but waited for him to let her go on his own and after a few moments he did so and resumed a steady rest cycle. 'Just what has this guy been through to act like that.' She thought with a little concern for his well being. For the next hour or so nothing else has happened just sleep and vigilance.

'That was a good rest.' Thought the arachnid based teenager as he stretched his arms, but there was something wrong with that thought. '"Good rest?" Why would I rest, I should be dead, shouldn't I?' He then took in his surroundings and realized that he was in some sort of hospital. "Where the hell am I?" He thought aloud, not really expecting a response from anyone, no one at all.

"Oh, looks like your up. Did ya have a nice nap doc?" Peter turned and saw a…a…rabbit creature in the doorway, but he overlooked that for a while and nodded as a response to his question. "Ya left a pretty good red stain on our table." The rabbit informed him as the creature advanced to the confused teen.

"A big mess, what do you mean by that?" Peter asked as he was searching for the right name but did not wish to insult the man. The rabbit creature somehow knew the boy's confusion decided to give him a name.

"Oops, sorry about that; the name's Ace Bunny, and by big mess I mean your bleeding body on our table." That sort of embarrassed Parker and that is when he felt his face with his fingers and realized that he has been unmasked.

"What exactly did you do with most of my costume, Ace?" Peter asked and felt like puking as he remembered that sorry excuse of a dust rage that has given him so much trouble.

"Rev is working on your suit and Tech is working on those things Slam found on your wrists." He responded and saw utter confusion on the teen's face. "Those guys are part of my team maybe you'll meet them when your strength returns." That said Ace walked over to the door until he heard a response from their out-of-towner.

"Or I could meet them." The bunny turned and saw Peter getting out of bed and stood beside it. Since Ace was staring at him in disbelief Parker decided to tell him. "Don't worry about these scratches; I've had it a lot worse. There is one thing I have to ask you." The rabbit's face went from shock to curiosity. "You have some new pants I can borrow because I think I soiled these, and I am not into the hospital robe look." At first Ace could only blink in disbelief at what he said for a while before pointing under his bed.

"Down there, we usually put black pajama pants and gray sleeveless shirts." The leader gestured under the bed and decided to wait in the halls for the teen. After a few moments Peter came out wearing a pair of black pajama pants, but no shirt. The two then went down the hall Ace curious of the boy and Peter was wondering why he was still alive.

'I guess I can't even die when I want to.' Peter thought bitterly, but he soon realized that this silence could not go on so he had to say something. "Looks like you guys have done a great job patching me up." Ace who was also getting bored of all of all the silence answered him.

"Yeah, we sure did. I can't believe you haven't bled through them yet." By this time the two of them have made it to a lounge type area with humanoid type creatures around it, which were now looking at them. There was a red roadrunner playing a game of pool all by himself, a purple Tasmanian devil cheering him on, a green coyote and an orange duck sitting on the couch, and a pink rabbit who was also sitting on the couch. "Look who decided to wake up." Ace said and all Peter could do was wave to them nervously.

"How's it going?" Was the only thing Peter could think of saying to them since he had no clue who they were.

"Just to let you know I repaired your suit; where do you want it?" Spoke the strange roadrunner creature. After being around Quicksilver a guy who is a master of tongue twisters Peter knew what he said so he gave him an answer.

"Back on the med bed; where my pants are." In under a minute the speedy member of the team was already done. The yellow rabbit beside him decided to talk.

"I guess the ol' introductions are in order." He began and received a 'do you think' look from the teen so he continued. "I already said my name was Ace Bunny and these guys are my team." He began pointing to the individuals. "That over there is Slam Tasmanian." Pointing over to a creature in purple and black who waved and grumbled a…

"Hi." Peter waved back to him, and Ace continued on with the prologue of his team.

"Then you have Tech E. Coyote and Danger Duck." Pointing over to the couch was an orange and black duck along with a green and black coyote who simply waved at him; Peter did the same to them. "You also met up with Rev Runner." This guy on the other hand grabbed Parkers hand and began to shake it vigorously saying to him.

"Hello it must be interesting running around in that outfit." He said that along with several other things that Peter only nodded to. The former web-slinger did not want to impose luckily another voice did.

"Rev, ya' mind letting go; I think he would like his arm back." Rev did as the voice said and with that done the sixth member walked over and extended her hand. "Hi, the name's Lexi Bunny." Peter shook her hand with a little bit of his spider strength, but not a lot.

"Since you guys told me your names it is only fair that I tell you mine. The name is Peter Parker, but when I wore the suit I was known as Spider-Man." He told the six in a relaxed tone, Lexi was about to ask more until Tech had beat her to it.

"Hey, Peter, where did you get these things from?" The obvious brains of the team said pointing to the wrist mounted devices. His eyes widened in surprised when he realized what they were.

"So, that is where my web-shooters went." He said aloud walking over to the couch while thinking, 'I really wish that those guys tossed them or sold them.' When he reached the couch he put one of the devices on his wrist. "Like I said these are web-shooters, I mean whoever heard of a spider without a web. I made them myself, but the formula is from my father it was unfinished so I finished it." The green canine smiled because he may now have another genius that uses his intelligence for good rather than personal gain.

"Something tells me, you tweaked it a bit." Tech guessed which Peter nodded to that, but also emphasized on it.

"You're right I did tweak it, with a shift in chemical balance I can make it stronger, weaker, and even less sticky." That statement was a little too much for Slam and Duck, but the others seemed to have gotten the gist of it. "Aside from that I also like it add a certain chemical that allow my webbing to freeze like ice or burn like fire. The web shooter has another effect." He told them and put one on, but to their surprise he turned a dial like object on the wrist of the shooter and demonstrated it to them. "With the shooter I can shoot off a thick web-line or a fine wide spray." To their surprise he used the webbing in his shooter and created a swing, he then picked up Lexi and put her in the seat before pushing her. "By the way you guys can't keep this swing, just like real webbing its biodegradable: meaning it will dissolve in an hour or so.

"Hate to change the subject, but you said things in the past sense. You know: 'but when I wore the suit I was known as Spider-Man.' what did you mean by was?" Lexi asked while silently enjoying the ride.

"Not to mention those scars, no way you could have gotten those in a bicycle injury." The Duck stated rather rudely at the teen before adding to him. "What is you origin story?" Right after he said that he stopped pushing Lexi and simply sat there.

"Before I tell you is there anyone else I should know about." Peter said in a serious tone. Ace walked over to what would be their television and pressed a button which Peter had a vague idea wasn't for the screen. He was right a holographic image of a blonde haired woman in a dress whom asked the others a simple question.

"Is there a problem Ace?" The woman said in a somewhat concerned tone which the rabbit answered her in a sincere tone.

"Nope, just wanting to introduce you to a guy that dropped in on us as soon as you were done telling of us of our names and the team name, Peter this is Zadavia; Zadavia Peter Parker." The two only looked at one another before Peter continued on with his life's story.

"I just hope it's not boring." Danger Duck stated with an irritated look in his eye. Wanting the others to pay attention to him rather than some virtual unknown that none of them have seen.

"Make no mistake, this story is filled with nothing but sorrow." The web slinger of the concrete jungle said to the mallard.

'I really hope that this doesn't turn out to be a bad idea.' The leader thought before adding to it. 'This might be a little bit tough on that guy.

"The truth is I was never brought up right, and no not in that cense more like in a not raised by my biological parent's kind of way." That beginning statement confused the Loonatics, but Slam had to ask as best as he could; through the groaning and growling it sounded like:

"What happened to them?" This question was also hard to answer because Peter had to admit that he had no idea who his parents were.

"They died in a plane crash in World War II, But that crash may or may not have been staged. The really bad thing is that happened when I was still a baby so I don't know their voice or their faces." Parker stated with a heavy sigh, and as for a response from the pink member of the team.

"That's horrible not knowing how they sounded or what they looked like." As soon as that sentence was done she immediately yelled at herself. 'Great work Lex, kicking a guy when he's down.'

"Believe me Lexi that isn't the worst of it." He said to them and this caught all of their attention, if not knowing who your parents was the minimal part what was the maximum damage to this person. "I was raised by my Uncle Ben and my Aunt May. They treated me as their own son providing me with kindness, trust, and of course love. At the start it was good I went to the carnival with them, fishing, and they even took me to science camp." He began but was interrupted by Danger Duck.

"Oh man! You went to a camp to **learn** during the summer; talk about a nerd habit." That got Peter a little relived that there were still people that still badmouthed the science geeks. Tech on the other hand defended scientist.

"Truth be known I too went to science camp, but after blowing up three camps in a row I was banned from all forms of camp." The blonde haired founder decided to step in at that time.

"Please continue, Mr. Parker." The man once known as Spider-Man nodded and went back to his story.

"Those years were some of the best, but everything went downhill when my high school class and I went to Osborn Industries Inc. A spider found its way to my hand and bit down hard, it wasn't until later of what that bite did to me." He waited a while before he continued since even that was a lot to take in. "That spider transferred all but its webbing ability to me, I was in total shock of having all of that power, and it was incredible. The first real thing that I did was a little bit of wrestling." As soon as he said that he heard some very happy grunting coming from the bulky member of that little team. "You like that idea, don't ya Slam?" He asked and received a somewhat garbled response that sounded like.

"Yeah, Yeah!" The web-slinger had a feeling that he used to be a wrestler too.

"Back then everything was getting along great. I was the best basketball player at school and the most popular too; not to mention the money I was getting for fighting." He could tell that the others did not see anything wrong with that, but they were in for a big let down just like he was. "When I was going home to tell my aunt and uncle that I was going to a party I ran into a guy that just stole some loot and I…" He hesitated, but Rev did not he immediately voiced his opinion.

"You creamed that little weasel for stealing that money. You gave him so many bruises that he was going to think twice before doing that." They all nodded that sounded logical considering they thought a guy with a Super Hero name would do something like that.

"I let him go." That was all that he said and after that he heard a collective gasp from the others. "That's right I just let him go. That's right; I let him walk away because back then I was only interested in number one: me."

"Nothing wrong with that." Duck stated lazily which earned him a harsh response from Peter.

"That is what I thought too, but after I came back from a party that one of my friends was holding there were police and ambulance at my house." All of them had a feeling that something really, really, really bad was about to happen. "When I came in I did not see my uncle anywhere, just my aunt sitting on the sofa crying. Turns out someone broke into my house, my uncle tried to stop him, but the guy was armed." He did not need to progress any further, but he did anyway. "After hearing where the guy was I put on my suit and leapt there as fast as I could, I did not have my web-shooters yet. Once I was there I batted away his gun and gave him the hardest punch I ever threw knocking him out."

"What…what happened next?" Questioned Tech after a hard gulp and after a long silence he continued even though it was breaking his heart for the umpteenth.

"When I got a good look at the guy, I realized that it was the creep from the street corner, the one I should have stopped, but I didn't. I ignored the responsibility that came with this great power and for that I lost my uncle." As soon as he said that the room had fallen deafly silent not even Duck wanted to say anything. They all saw him slam his eyes shut trying not to cry over the action that he had done.

"Are you going to be alright?" Lexi asked as she was still seated on the web-based swing. She only saw him cry once so she had a pretty good feeling that there was something even worse in store.

"I'll be fine Lexi, thanks for asking. My Uncle Ben said that my father had lived by a philosophy: 'With great power comes great responsibility.'" Zadavia only smiled at that philosophy and said to the hero.

"It sounds as though your father was a wise man." Even though he was in pain of remembering that moment of his life he felt at ease that she said that.

"If only I took it to heart earlier." He said lowly before continuing on. "Since my uncle's passing I made amends to my arrogant attitude: I quite the basketball team at school and I also quit wrestling all together." That said Duck began balling about all of that money that he was losing, but he continued just the same. "Since then I made other Super Hero friends and I also made villains, and that is where it leads to the end of my tale." They all seemed confused at that statement, but they had a bad feeling that it was about to get a lot worse. "One of the villains the Goblin was around and he was out for blood. I was returning home from a jewelry heist, man were those guys strong but they still lost, I was a few blocks away from my house where I was going to show and tell my aunt everything, my best friend and my girlfriend were there to console her."

"How did she take the news Pete? I mean about your powers and all?" Ace questioned and at first Peter looked at the yellow rabbit straight in the eye for a moment before answering him.

"I never got the chance. The Goblin obliterated my home before I got there destroying my friends and my aunt." Once again they were all silent before he said the last bit of the story of his former life. "I chased after Goblin and ended things with him once and for all. I ignored all of the times that he scratched at me because all that I wanted was to send him to his grave, and once I was done with that I lost my will to live. After a minute of thinking I jumped off of the tallest point in New York."

"So you tried to commit suicide and ended up here." The female rabbit summarized on her own. He merely nodded to her summarization not noticing that she seemed angry over what he tried.

"I vowed from that day on never to pick up my mask again. That is my story." He said ending her thoughts and the others seemed to stop thinking and stared at him for what he said. In truth after he said that he was not expecting anything else to happen, but something did. "Slam…" He said in a wheezing voice; Slam who was now balling while bear-hugging the former arachnid. Finding his left arm free he tapped on the shoulder and said in the same wheezing voice: "I'm going to have to breathe at some point." Slam saw that his friends face was turning blue so he let go. As soon as Peter was gagging for air he heard Lexi say in an angry tone, dripping with bitterness.

"Maybe you should have let Slam squeeze you. That would have been a lot easier to clean up." The others were shocked at what their teammate said, but Peter wasn't, after all he was used to those kinds of statements.

"That is all for now, Peter. Until we learn of what to do with you, you can stay in one of the bed rooms." Zadavia said in a gentle tone, and once again he nodded and walked off, but not before giving him the web-shooter he had on to Rev who seemed a little stunned over the whole thing.


	2. Chapter 2

Spider-Man, and other mentioned characters are from Marvel as well as Stan Lee

Loonatics Unleashed is from Warner Brothers

Chapter 2:

A hero returns?

"What do we now guys?" Rev asked after a long silence after he left. Even though he spoke in a fast speed, but there was a hint of worry. Most of the members did not know how to answer that; when the guys turned to Lexi they could see that she was still a little angry.

"Zadavia?" Ace questioned as he looked at the hologram hoping that the founder of this team also had a way to turn his attitude around while a thought occurred in his mind. 'I know that he would be a great addition to this team.' After a few moments of stressed silence she spoke.

"Leave him be. Do not speak of his actions in his original dimension, but keep his costume; we might need it one of these days." That last request was confusing, because all of them heard it themselves that he was done with the hero thing.

"No offense Zadavia, but why; why keep a suit that he vowed that he will never wear." Tech asked while scratching his ear wondering what she might have up her sleeve. She did not give a straight answer to her strategy, more like a hint for them to follow.

"He is only confused over what has transpired; give him a little while he'll come to his senses." The others did not know what to say or think but the only one that doubted her was the one that was angry the most.

'I highly doubt that, Zadavia.' Lexi thought and finally got off of the swing and decided to go to her room, once she was in the hall she saw that foolish spider standing out of his room. She sighed in relief that he was no where near her room; his room was on the right side of the hall on the far end in between a solid wall and an empty room that they weren't using.

'Seems as though Lexi is still angry with what I tried to do; not that I blame her.' Peter thought as he saw the pink and blonde rabbit through the corner of his eye and saw nothing but bitterness in those eyes. 'I should not have been spared. I don't deserve it.' He thought painfully as he trudged into his empty and lifeless room just like his soul.

'He does seem lonely. Maybe…no, he came here by accident beside Tech will find a way to send him back to his dimension.' Lexi thought with a smile as she entered her room until a thought from her conscious got her attention before she entered completely. 'That may happen, but to what life will he return to.'

"I guess we should do the same, guys." Ace said to the others and they all walked over to their rooms since it was rather late in the day. 'I wonder why Lexi is giving Peter such a hard time.' Ace thought as he walked into his room.

'So begins my crappy existence.' Peter thought as he looked through his window. The warm welcoming sun may have been beautiful, but he could not see it through his self-pity. He left the room that had four bare walls, an empty dresser and closet, and a sheet less bed.

"Remember team; don't bring up his Super Hero days." Ace whispered to his team before the young 'hero' walked in wearing the same black pants from yesterday. All of them remained silent and as he said there was no sign of web-based swing. All was well even though the unusual silence was plenty strange, but it was not silent when Peter was a familiar face.

"What is that doing here?" He asked as he walked over to his costume which was neatly folded on the counter with the web shooters and belt right beside it. He turned to the others for answer. "Well?"

"Zadavia told us to keep it." Duck said straight forward to the teen. Not wanting to be in the same room with the essence of the creature that has caused him so much trouble he walked off into another part of this building.

"I'm going into Tech's lab for a bit." Peter bellowed as he left he heard Lexi ask a question, but he was in no mood to listen.

"To try to find a way home I hope." The male members were still shocked to hear those kinds of things come out of their female friend's mouth.

"What's wrong Lex? Why do you always say something like that to him?" Ace asked in a harsh tone she did not even bother looking at him she simply said.

"I don't have to explain myself to anyone." The others did not accept that answer so Ace tried his luck again.

"That's not the answer I was looking for and you know it." He waited for a response from his fellow rabbit, but when he did not receive one he said something that got her really mad. "In case you weren't listening to his story, Lexi. He has no one to return to. No one to welcome him with open arms, and you want him to live there?" She growled at her 'boss', her ears radiating with some form of energy. She stormed off in a huff with a curious thought still in her mind.

'I can't actually care about someone that is willing to commit suicide just because he no longer had a girlfriend, can I?' That thought will be on her mind for a while. The other five only stayed in the room with the strange folded garbs.

'I really, really, really hope that Zadavia was right about keeping that costume because it seems to be doing more harm than good.' Rev thought as he glanced back to the suit which seems to ward off Peter when ever it is near.

"Well, I've been here for three weeks now and I still haven't put on that ridicules suit." Peter muttered as he looked out of his window still wanting to know why fate was unkind to him to still life to flow through his tainted veins. Those weeks went by as smoothly as when they first met. That is the same style as time went on for the past month even though he understood a little bit about them one thing that he is amazed by is that all of them possess a different power from the same meteor. It sounded similar of the reason of how the Fantastic 4 came to be.

"Yeah, that's where the converter goes now let's see if this cycle works." Tech said as the two eggheads worked on a motorcycle that he claims will come in handy. Tech E Coyote: The genius of the team; his powers include a regenerative ability different from Wolverine's. His regenerative power allows to form after he is turned a pile of ash along with a magnetic power.

"Can he make this very difficult shot into the side-pocket?" Rev said as he and Peter played some pool, even though it was one sided. Rev Runner: the reconnaissance member of the team with super speed and flight along with a powerful GPS system. Those powers make him a very powerful addition to the team.

"I tell ya, I think Zadavia cheated me in terms of Super Hero names. That is what I am going to tell her." Danger Duck said as he posed in front of a mirror in their lounge room, but once he realized that Peter only wanted to nap on their couch he left to talk to Zadavia for the twentieth time about his name. Danger Duck: The obnoxious member of the team. His powers are better used for defense: Egg like spheres that have a variety of uses along with a porting power or how Peter heard him call it 'Quacking'.

"Want some food?" Slam asked after offering a pizza which he recently bit halfway into. Peter only walked away from him and into the hall. Slam Tasmanian: The strength of the team and the one with the biggest appetite. His powers are tornado based which would even give Storm's best tornados a run for their money.

"Hey…uh…Pete ya mind watching Lexi's training session, there's an old samurai movie marathon and I don't want to miss it." Ace asked and without giving Parker a chance to thank he ran. Ace Bunny: Leader of the Loonatics. His powers are pretty basic for the leader: expert swordsman, expert martial artists, and an optic blast master. The reason of how he knows of their powers is because they demonstrated them to him all but one; at least not directly. Peter trudged all the way to the training similar console once he got to the doors he saw Lexi with her arms crossed staring at him with an angry expression on her face.

'How it is that she is the only one that does not like me is beyond me. Is it because of the reason that I tried to commit suicide?' He thought wondering why she did not like him. They went to their posts one behind the controls and the other one ready to begin. Tech always manages to preset everything, and their really wasn't much work in watching someone Peter just had to make sure that she was fine.

"Let's get this over with." The female rabbit said bitterly as she stood there waiting for it to begin. Peter activated her simulation and it was not that difficult: several gym objects that gymnasts use along with a few traditional wooden bull's eyes targets.

"This just sucks." Were the only words that Peter could think of to describing the job that he was given. He just had to watch over the one Loonatic that did not like him. As he watched her a familiar feeling began to surface as he saw her on one of the balance beams. Each of her movements captivated him until the only thing on his mind was… 'She really is good at this. I wonder how she would feel going against a spider.' That thought made him angry along with the fact of knowing what feeling was reactivated. It was the most powerful in the human heart. 'I can't let that feeling get the better of me this time.' Peter thought for a moment hitting his head with the thumb side of his fist.

"Well that was a decent work out." Lexi stated as she walked out of the training room unaware that Peter was still in the control room. He sat there lost in thought of mainly why his heart was betraying him for the umpteenth time.

'I can't let that emotion win like it did with MJ.' He thought while finally leaving the control room and headed for his room for another nap; considering that is all that he had been doing ever since he arrived. He was about to go to sleep again until Zadavia's voice on a speaker in his room.

"Peter, may I ask you a question?" By this comment he was thinking of saying something funny, but he refused. Without waiting for a direct answer she carried on. "Why don't you go for a walk in Acmetropolis? I know for a fact that you have yet to see this city." Peter was surprised that she knew of something so private so he decided to ask about that.

"Just what are you getting at Zadavia? I don't need to see this city." This seemed to get her a little upset so she countered with a statement of her own.

"You don't have anything better to do, do you?" She question and before he could say anything she added, "Then you will go and you will also wear your costume." Before another word could be said the connection was terminated.

'Great, I guess I should go then, but I can't believe that I have to wear this pathetic cloth too.' Parker thought as he slowly put on his suit along with an entirely black outfit: from a pair of black sneakers to an off-gray short sleeve shirt. "Hey, guys I'm going to go check out your city, be back in an hour or so. After hearing five of them say 'o.k.' or something like that he walked out.

"Hey, you, you came out of the Loonatic's spire didn't you? Are your friends with them?" A girl with short blue hair wearing a yellow and purple outfit who was a few years younger then him asked in a fangirl style.

"No, I'm only there before I find a place of my own. Besides, I don't have the luxury of friends." Peter said to her as he tried to decrease the sound of despair in his voice. He decided to walk away before she asked anything else unfortunately she yelled something else when he was a yard away.

"What are you talking about, everybody needs friends." He tried to not think about that statement even though he hated thinking of that word. As he was walking down the sidewalk he saw a clock that read 12:30pm so he decided to get something to eat along with getting out of the heat. 'I knew I should have checked the temp instead of putting on a pair of solid black jeans.' He thought admitting that he really hasn't been thinking straight for a while, but as soon as he had his hand on the door he heard a familiar phrase that he wish he hadn't.

"Help somebody help, that man is about to fall." Peter reluctantly looked up and saw a janitor of some sort hanging from the top of the building that was four blocks away screaming. There were people gathering below mainly as spectators.

'It's time to do that hero thing Spidey.' He thought as he ran into an alley which it surprised him to think that thought. In about one minute he swung out of the alley wearing his red and blue outfit. This person's appearance did not go unnoticed as one of the spectators yelled out.

"Who is that guy?" Several other people saw him swing to that building on a thin strand of…something. He landed on top of that building bent down and said to him.

"I may be new at this, but in Bungee jumping I think you need a cord." This confused the man that was hanging making him yell out.

"What are you talking about?" Before the red and blue man could answer he began to fall. In one fluid moment he jumped off of the roof, grabbed the guy by the collar, and fired that same strange substance from his right wrist to the building; slowly landing to the ground perfectly fine. Out of nowhere the man that Peter saved began shaking his hand telling him: "Thank you so much, I thought that was it for me."

"Aw, I would never let anyone go splat." The stranger said to him even though that he said it to the man this; the crowd also heard this statement too. Peter was about to fire off a web-line to leave the group until a somewhat familiar voice was heard.

"Hey you in that costume, over here." The group made way for that girl that he met before, but this time he noticed some sort of thin carrying case hanging by a thick strand.

'I don't remember her having that when I first met.' Parker thought about it and decided to ask about that bag. "Hey, what you got in that bag? Do you want my name engraved in a slab of stone or is it that pizza I ordered thirty-one minutes ago." So far these people have yet to understand his comedic talent.

"Neither…" She said to the strange man in red and blue and added to that, "I have autographed pictures of the Loonatics." She said and took out six pictures one for each of them each of them had the signature in their colors. "I thought since you were their latest member maybe I could get a picture of you and **your** autograph." He actually began to feel better. He looked into the young girl's eyes and decided to say something that only he would say.

"Thanks, but I'm not a member until I complete their initiation ritual." All of them stared at him blankly before he continued on with his statement. "Since I am the first one to ask for acceptance into their team they are starting me off easy by eating a year supply of tofu in one sitting, and since I have no mouth you can guess how hard that is." The young fan girl countered with a sentence of her own.

"If you don't have a mouth how are you talking?" All of them wanted to know that too since the Loonatics do not wear full length masks. He chuckled for a bit before answering her.

"I am an android and we don't really eat tofu." Now all of them stared blankly at him with only one thing plastered on their faces, 'really'; wondering if what he just said is true. He then began to laugh and that is when they knew that he was joking he let out a word that is well known in any dimension; along with his name which he felt relieved to say to civilians.

"Psych! By the way the name is Spider-Man." He then preformed several back-flips on the building then fired a web-line and swung away from them. As he swung he began hear something that he hasn't heard since he started teaching the fine art of being stuck to the wall by webbing: praise. Soon his guilt and pity were vanishing as he swung through the city. After a while he heard most of them say.

"Great save, Spider-Man!" Along with other positive phrases he even began hollering proudly into the air.

"Woo-hoo, I'm back! I'm Back!" He actually felt great yelling that out to the heavens. All the people in the area heard that and smiled at how joyful his voice was. The citizens weren't the only ones that heard him say that because a certain rabbit also heard that after listening to music.

'This is what he sounds like when he is genuinely happy; it sounds nice.' Lexi thought after her super sensitive hearing picked up on his statement as she walked through the hall. Then a wave of shame washed over her. 'I can't believe that I said those things out of anger over his brief brush with despair.' She thought and decided to apologize to the renewed web-slinging hero once he returned and that got another thought into her head. 'Wait, when did he leave?' "Hey Ace, where did Peter get to?" She asked when she saw him entering the lounge area.

"Into the city, don't worry, he'll be back." He said simply.

"Oh, alright; I hope that he will be okay." She whispered softly as she walked in behind her leader. Peter was having a blast: finally swinging through the city happy as a lark, happy for the sheer joy of swinging. He eventually stopped by landing on a roof a few buildings away from the spire, and that is where he began to thinking.

"Now, I understand what happened. I was sent here to cool off of what has happened in my life, but there was something else." He surmised aloud and then he said in a much more serious tone. "I have been given a second chance and I'm not going to blow it." With that said he took off web-slinging again not noticing a hooded figure watching him from the distance.

"It's about time he loosened up." The figure said before allowing the shadows to consume it. The renewed web-slinger swung through the city in good spirits well that was until an idea hit him.

"How can I show the others that I am back to being a crime fighter?" As he was thinking of Spider-Man based introductions he heard another cry for help, but this time it wasn't another person hanging off of a building.

"Help, this man needs to get to the hospital right away." It was a person on the side of the road with what appears to be a broken leg. He leapt over the side of the building he was standing on, picked up the injured person, and told him a comment that was slightly funny.

"Try not to puke." He swung away, luckily he knew just where to find one; after passing it five times over. He was delivered safely to the hospital where a person with a wheelchair was waiting for them. That is also when he received something that he hasn't gotten in quite a while.

"Thank you, Spider-Man." A thank you something that he rarely got back in his world. He climbed all the way to the top of the hospital and once he reached the top a brilliant idea hit him.

"Yeah, yeah, that idea just might work. I just hope these guys have a really great sense of humor." He said aloud as he remembered that these people have never gotten a true taste of Spider-Man humor. He climbed the spire and found something that he hasn't climbed in ever since his jump: a ventilation shaft. 'Now seems as good as time as any to see how big a sense of humor they have.' He thought before prying off the cover to the vent and crawled through. He was able to get into his room without anyone noticing him; he found several pieces of scrap paper and wrote down a note which read:

'Hey guys I got a big surprise for all of you. I got a big surprise waiting for you in the living room. By the way bring a flashlight.

Peter Parker'

"Now all I have to do is give these notes to them." He muttered aloud and then leaped into the air-ducks then crawled to the vent that was in his friend's rooms. Luckily, they had a group training session now so their rooms would be empty. He hung the note in clear view with a strand of webbing as a hint of what he plans to do. He then climbs into the room that they were going to meet.

'What does this note mean?' Was the question that the Loonatics minds could come up with. All of them went to the chosen room, but with Rev's GPS ability and Lexi's superhuman hearing they did not use the flashlights. "Ok, the room is pitch black and we're all here. Shouldn't something big supposed to happen?" Duck asked the others who all were looking around for something unexpected. That is exactly what happened when they heard Slam babbling as he was rising off the ground.

"Slam!" Ace yelled out as he heard the muscular member yelp out: out of fear. All of them made a circle facing outward while looking around. The person carrying the Tasmanian was straining out something that sounded like.

"Slam, has got to stop eating the entire fridge everyday." After a while he webbed him to the ceiling and worked on the others starting with the birds. This darkness gave Tech a brilliant idea.

'This darkness is reminding of the gear that I have been thinking about.' His thoughts were put on hold as he heard duck yelling out.

"Let go, let go, let go! Take what ever you want from them just don't hurt my face." That angered the others, but what pleased them was when his pleading stopped. This creature was able to contain the others in the same way.

"Ok, can someone tell me how the security system couldn't warn us of an intruder?" Lexi asked rather angrily to the rest of her team who all had the same answer for her: silence. None of them knew what to do Lexi heard Slam trying to rip through it and Ace was trying to blast through it with his heat vision as for duck he was trying to talk, but his beak was consumed by the same substance holding them there. All of a sudden a single light came on, a light that was right in between the door and the Loonatics; all they could hear was someone inching over to them.

'At least we can see who is behind this attack.' The leader thought as he stared right at the light, waiting for who it might be. All of them were shocked to see a pair of familiar red boots that belonged to an even more familiar suit.

"Do you guys think that is I think it is?" The green coyote asked the others and received an angry, muffled decline from Duck. The figure was now all the way in the light wearing the outfit that their latest friend hated with all his heart. They watched as he slowly raised his hands to the mask and began to pull it off, when it was hanging in his hand the others were surprised to see who it was.

"Guess who's back." The man said to them with a smile on his face. The man in question was none other than Peter Parker which all of them were smiling. Before another word could be said he asked them. "You guys are probably wanting down aren't you?" All of them nodded as a response at what was said. He turned on the rest of the lights before giving them a hand. He leaped onto the ceiling and walked over to them; one word came to mind as he advanced to them.

"Show-off." They all watched as he took out a smile vile of liquid from his belt. He spoke to them in an announcer type of voice as he presented the container.

"Never leave home without your own personal supply of webbing solvent. Able to dissolve the great Spider-Man's webbing in seconds." They all rolled their eyes about that and watched as he applied a few drops of it to the blob holding them in place. After a few moments they were able to break free from the webbing: Slam came first hitting the ground hard, Ace and Lexi landed with elegant grace, same for Tech, Rev flew a little bit before landing, and Duck slammed to the ground head first. "Now that that's settled let's go grab some chow." Peter said to them, but as soon as he had his back turned he felt a hand on his shoulder. He turned around and saw Danger Duck pointing at his beak witch was still tied up.

"I say it's an improvement." Lexi said with a smirk and the others nodded, but the latest member had to disagree with them.

"It is tempting, but I better solve this; after all I wouldn't want an egg where the sun don't shine since I am on a low calorie diet." They all stared at him awkwardly as he applied the solvent to his webbing. When that was done there was one thing that Ace wanted to know.

"Hey, Pete, I was wondering about something?" The web-slinger turned to the yellow rabbit so he could continue. "Why did you cocoon us like that?" At first he only received a big grin as his answer before he continued.

"I just wanted to give you guys a proper understanding about my sense of humor." He said to them which now that he was in a better mood his sense of humor was greatly different. "I am surprised about you guys though." Peter said to them which got their attention.

"What do you mean Peter?" The coyote asked, wanting to know exactly what he meant.

"I mean that I am surprised that you guys didn't try to leave my webbing ball." He said to them and noticed that they all still had a questionable look on their faces. "I mean my webbing can withstand a pretty high degree of fire so that would take care of Ace's optic blast and it is pretty sturdy against strength so that left out Slam; I just can't believe that the rest of you guys didn't try." What he said to them confused them so Rev had to ask in his usual way.

"What do you mean? If your webbing can stop Ace and Slam. Who was left?" They all wanted to know the answer to those questions and as always Peter had an answer lined up.

"For a couple of you I had your main weapons exposed. Tech, you still had one of your hands free. So you could have tried to cut out of it. Lexi your ears were still alright so you could have tried to Brain Blast it open." The metal bender remembered that he could still move one of his hands and felt like a pea brain for not trying something earlier, the same for Lexi, but there was something else on her mind.

'He actually seems happier now then before. Now, I feel pretty bad for treating him like garbage.' She continued to his example of how Rev could have gotten free, but what made them smile was his statement of freedom for Duck.

"As for you Duck, I can design my webbing to resist Slam's strength along with most of the other powers, but I have yet to find a way to resist teleportation, so why didn't you quack out of that spot." Danger Duck was about to say something, but he realized that he could not think of a single thing to say.

"I think Duck was a little bit mad that you webbed his mouth shut to think clearly." The yellow rabbit said to him which made the others chuckle. "Now that you are done brooding over the past maybe now you can really help out the team." The leader said with a smile.

"Sure thing boss, but how does a guy like me can get his hands on one of those uniforms. I mean if we go into battle I don't want to upstage you with my blazing sense of fashion." They all laughed and their leader could only answer him after he could breathe again.

"No problem Pete, but it will take a while." He nodded to that and the web-head had to admit those suits really did look cool. He then felt a hand on his shoulder and discovered that it was Tech who said in a calm tone.

"In the mean time maybe you can help me with this slight problem." As for a response to that statement he received a confused look. "Ok, you know that door that we installed at the top of the sphere well the doors are jammed open and…"

"Say, no more Tech old buddy." Peter interrupted and at first the green coated genius thought that the wall-crawler thought he may already know what he was about to say, but he was wrong. "The doors jammed and there are several objects that say: 'Tech E. we love you!' right?" The member in question only shook his head to that statement and thought the same thought that the others were thinking.

'This sense of humor is going to take a while to getting used to.' He said something else aloud. "Not quite, just take this walkie-talkie and get there. Let me know when your there." He received a head-nod from the boy before he left on his way.

'Now; which way was it to that doorway?' Peter thought as he looked around for which direction it was to get there. After several moments he found it and he saw a rather large door for the exit of the hanger. 'You think I would have noticed a very big hole on my way back.' He thought as he walked over to an exposed panel of circuits along with a scanner of some sort beside it. Once he started to work on it he failed to notice another person was there watching his movements. Thirty minutes passed and he found the problem. "Tech, found the problem. Looks like you used a worn circuit." He spoke into the talkie.

"That's my fault. I shouldn't have let Duck pick up the circuits." The canine genius stated apologetically to the returned hero.

"Tech, you're supposed to be the smart one and you let Duck get the stuff. The guy wouldn't know the difference between one of his egg bombs and a carburetor. I mean Slam wouldn't use used ones; he would put it on a pizza and serve it to us." He replied back to the coyote.

"I guess your right; I'll pick one up now." Tech said and that was it for their conversation. Peter stood up, turned and met the other person eye to eye; it was Lexi. Reacting out of sheer impulse he did the one thing that he thought would be funny: jumping up and sticking to the roof of the hanger looking down.

"Don't do that." Peter said as he pointing an accusing finger at the pink furred rabbit. She looked up with a semi-pouting face and said to him.

"I didn't know the little spider-wider was a big scardey cat in a red and blue suit." That embarrassed him but remaining that calm web-slinger that he was slowly entering he had a recovering comment for what she said.

"I wasn't scared, I was checking if the roof was structurally sound." He knocked on the roof with his right hand and added to his statement. "Yep, sounds great." She only rolled her eyes about his antics.

"Sure you were." She said as she watched him fall from the ceiling and still remain on his feet. "Are you sure that your name shouldn't be: Cat-man? I mean with that move and all." Lexi asked the hero who only shrugged and said to her with a smirk on his face.

"I might be tempted but there is already a person that goes by the criminal name: Black Cat. She would be flattered and insulted at the time; since I do make the hero thing a lot cooler than anyone." He answered her and walked over to the hole, Lexi immediately thought to herself…

'Oh, god, don't tell me that he is going to try it again?' To her relief he simply sat with his legs dangling over the edge. She sighed in relief and decided to join the hero who seemed to be in deep thought.

"It still feels weird wearing the suit after all this time." He said off of the top of his head. He held his mask in both hands looking at those white eyes. Lexi looked at him and for the first time sense he arrived he seemed to be at peace.

"Hey…uh, Peter…" She stuttered at first since apologies were never easy for anyone to do she tried. As soon as she was about to say something else she found herself looking into those brown eyes of his.

"What's up Lexi? You want to bungee jump from here too?" He asked her in that still getting used to sense of humor. The young rabbit shook her head and continued on to what she was saying.

"No, Peter, that's not it. I wanted to tell you that I'm sorry about me being angry with you." She said as calmly as she could only to receive a slight chuckle as a response. That type of answer only angered her until he spoke to her.

"You don't have to worry about what you said to me." In a way this answer confused her more than the laughter from a few moments ago.

"I'm being serious web-head. I truly am…" She was about to go into depths of her apology until a finger found its way on top of her lips. The finger was of course Peter's who had to stop her from apologizing.

"I said forget about it. If it is all the same to you I'm not into people that constantly say 'I'm sorry' for something out of their control." He said in a soft tone to her and failed to realize that a small piece of her fur became darker. The reason behind that is because he was so close to her. "Well, let's see how the others are." He said completely off topic. Without an answer from her he leaped from the ledge back into the hanger.

'He's something else.' She thought as he walked away and back inside. She then added to her thoughts, 'Maybe he was transported here to be part of a team.' She shrugged at that thought and followed him in. The longer she walked behind him the more she thought of something off subject. 'I bet these powers of his made his ass nice and firm.' With an evil smile that thought pleased her but it was soon smothered by another. 'Why do I keep thinking those thoughts?'

"I just hope you guys don't mind being upstaged by the new guy." Peter said in a boastful manner; snapping the rabbit out of her thoughts before adding something else. "Because I am about to smoke all of you in your best field: starting with Slam." She chuckled a little bit out of his enthusiasm.

"Just because your feeling better, doesn't mean we're going to treat you with kid gloves." Lexi said as she was now walking shoulder to shoulder with him. In a sense of replying to her sentence he put on his mask and looked at her for a while; then leaped ahead.


	3. Chapter 3

Spider-Man is from Marvel as well as Stan Lee

Loonatics Unleashed is from Warner Brothers

Darkwing Duck is from Disney

Chapter 3

The more things change the more they all stay the same

"Man have I missed this." Peter said as he stood on top of the sphere that was located on the spire. It has been a total of four weeks since he put on the costume and is now relaxing. 'These guys aren't half bad; now that I'm done feeling sorry for myself.' He thought and recalled the things that he went through since then:

"Come on Slam another fifty." Peter said to the fuzziest hero who was currently trying to bench 300 or so pounds. The web-slinger often one of two things with the Tasmanian the first was bench with him to see who was stronger and the second was being his spot man. "Maybe doing 300 is a bit too easy for you let's try to add some pressure." Parker said to him and put his finger on the center of the bar and pressed down. He often tested Slam's strength by indirectly testing it with his own.

"Hey Pete, how is this for a Super Hero name: the Duckinator." Duck asked after spotting him in the hall way aimlessly walking about. The former photographer thought of an answer for a split second before saying.

"Let me guess, you are still trying to come up with a new name instead of the one Zadavia gave you." He easily surmised what the mallard had in mind which he countered with.

"'Danger Duck' really doesn't explain me you know, but I think Duckinator does." The modified human only could shake his head before giving off a traditional Spider-Man answer.

"Hate to disappoint you Duck, but there is a guy in my dimension with a similar name and you can't really get away with that name unless you use a really deep Austrian accent. How about you try this: grab an old yet stylish hat paint it orange and call yourself 'Darkwing Duck'." Duck immediately had to object to that.

"No way that is a lame name." With that said both of them went on their way. Tech: nothing different their just two eggheads working on schematics for a fancy vacuum. Rev on the other hand, well lets just say that he learned of a new term for speed trap thanks to some super strong webbing.

"Come on Peter can you let me go. All you have to do is use is that solvent." Rev pleaded as he ran in place, but the newly designated nut job of the team only swayed an empty bottle.

"Sorry Rev, but I am fresh out, and it will take a good week to make more. Don't worry it will wear off in about an hour or so." Peter said before walking away. Ace that was a little bit different then how they normally were with one another.

"So you're saying that there is a sword swinging rabbit back where you came from." Ace wanted to know more of this rabbit that wore a samurai outfit. Peter nodded and answered with a bit more detail.

"Pretty much, but he usually stays in his own dimension." That comment did make a lot of sense. That is what most of their conversations were about Usagi Miyamoto and what he was capable of. The final one was the one that wanted him gone in the first place, but now she was not too sure.

"Come on Pete, try to keep up." The agile rabbit stated with a playful smirk as she took the lead in this training session. The two of them mainly showed off who was faster in training simulations that were specifically designed for it. At some points they are tied until… "You might want to duck bug-boy." Lexi taunted only to be ignored.

"Not this time." Spider commented back, but he was soon corrected when his face slammed into a bull's eye.

"At least you got one, Pete." She said with a slight chuckle and they finished with Lexi winning by an ear. "Guess I won again, Spidey." She said to the hero who was still rubbing his face. Nothing was broken, it just hurt is all.

"Don't pat yourself on the back. I would have won if I had those beautiful ears attached to my head." He told her not really paying attention to the last part that he used. At first she thought that it may have been using one of his bad jokes, but she could tell that he was being sincere.

"What did you say, Peter Parker?" She asked, wanting to make sure that she wasn't hearing things. By now he was done rubbing his face so he answered her question.

"You're supposed to be the one with super sensitive hearing I said that I would have won if I had those…beau-ti-ful…ears." It was then of what was said so he immediately decided to make something up before something else happened. "Oh, would you look at the time I better make some web-fluid. So if you don't mind bye!" He said to her and raced down that corridor and into an air duct.

'I know what he said, but did he mean it.' Lexi thought before adding to her thought. 'Back when I went to school, these things kept getting in the way.' She finally decided to forget of what he said and move on. That sums up of what has happened to him after he put on the mask back on.

"That sunrise was great, but now I think I'll head inside before the others wake up." He thought aloud as he headed back inside. As he was on the homestretch to his room until a thought came to be, 'I really hope that Lexi has forgotten about that statement, if she hasn't then Ace is going to be mad.' He made it to his room, which was still empty, and went to sleep for a few more hours.

"Yuck. This pizza's cold. Where did you get it: Iceland?" Complained Tech as he bit into a piece of pizza made of snow. The speedster of the group of heroes kept on dashing to the left and the right of the coyote answering him in that usual fast pace sense.

"Actually; no. I got it at the pizza joint downtown which I have to admit is a little bit cold for this time of year. If you truly like the pie in Iceland I can be there in 3.5 seconds; of course that is an estimate because you don't know about traffic." His long sentence was cut short when the canine shoved the piece of pie into the roadrunner's mouth.

"That was one of those questions that didn't require an answer." The genies said as he began tapping the ice disk before he turned to the leader who was meditating on a pillow. "Hey Ace…" Tech lingered on that note for a while showing the meditative rabbit the frozen food. The rabbit merely smirked as he cracked one of his eyes and said to the machine expert of the team.

"On it Tech." He replied calmly and showed off some of his heat beam ability. As the smoke cleared from the box the pizza looked normal with a sigh the brainiac of the team said with pleasure.

"Extra crispy. Pizza Duck?" He questioned turning to the mallard who was flexing in what seemed to be a mirror while wearing a bath towel. The orange creature only scoffed at the gesture.

"Are you kidding? I already had my protein shake and you can't be flabby when you're the 'Duckinator.'" The rabbit had to interrupt of what his self-absorbed friend said about himself.

"Yesterday, you were calling yourself: Super Duper Duck." The duck was still admiring himself as he told the swords-rabbit.

"That one didn't really roll off the tongue; besides I need a name that will fit on the costume." The rabbit had an excellent comment to help his friend with his name searching.

"Hey, how `bout 'Duck.'" That statement earned Ace a drained look from the duck.

"Very droll." As this conversation was going on Tech was trying to pick out the right piece to start on. As soon as he had the right piece to start eating it was yanked away from him by a familiar web-line belonging to the arachnid based hero.

"I thought you were asleep." The scientist said as he saw the red and blue arm from the couch the only answer the comical member could think of.

"I am, don't bother me." Tech let his anger pass and began eating another piece of pie, but as soon as he was eating this one the door opened.

"Hey, Tech, did you order more then one pie?" The question came from Lexi who took off a pair of headphones after dancing a little bit. Once he took another a little bite he answered and countered her.

"No, why?" He asked with some of the cheddar cheese dripping from his muzzle. By now Peter has sat up from his lying position and that is when the female hare answered him.

"Because, Slam is in the house." As soon as she said that the door opened up revealing smoke and when that was settled a snow covered Tasmanian stood there shivering. Immediately Peter had to use his sense of humor that the others have yet to understand.

"Ahh! It's the Yeti someone call for help!? Wait, we are the help." The others could only stare at him awkwardly. Just as soon as they were about to ask what he was talking about a hologram of Zadavia appeared and with her arrival she said to the group of seven.

"Loonatics, we have a problem." She said simply, their leader was done with his meditation and walked over to the window. After he rubbed some frost he saw the problem himself.

"You got that right, Zadavia. I say we have a serious problem." Peter on the other hand had to use his comedic talent in the worst moment.

"How bad could it be?" He questioned before looking through the same circle Ace made and added. "Oh, it's that bad." They all went over to the main communication room to learn more about this strange event. Spider sat in between the rabbits and prepared to listen to the bad news.

"What's up, Zadavia? Certainly not the temperature." Ace started off. Spider thought that his comment wasn't half bad almost up to his standards.

"So far no one can figure out where this iceberg came from I don't have to tell you what will happen if the temperature keeps dropping" The blonde woman said to them with one of the monitors showing a rather large ice cube in the middle of the city. This was another shot for Peter to open his big mouth.

"Yeah, all of the clothes store will have a huge clearance sale on summer and spring clothes." All of them groaned at his joke; all but duck who said to the spider.

"No, it means were going to lose cable again." By now Zadavia decided to step in before Peter had another outburst.

"Ok, maybe I do have to tell you two." Duck seemed to have taken that as an insult with a surprise look on his face, the arachnid was not so fortunate. He received a 'serves you right' look from Lexi. "The entire planet could be facing a new Ice Age." She said in an always serious manner.

"Oh, great those winter sweaters make me look chubbo." Lexi said with a groan. Peter, who was now wearing his mask and looked over to his teammate, he had a fiendish smirk hidden under that cloth.

"And here I thought you could wear anything. Just goes to show that even a spider can be wrong." That statement from the spider creature angered her a little bit, but she didn't Brain Blast him. Instead she elbowed him in the ribs and said back to him in a low tone.

"I can pull their look off, I just hate the fact that they make me look like I gained 600 pounds." Right when the wall-crawler was about to say something the holographic woman started it off again.

"When the meteor hit your Super Powers weren't the only thing that happened. This iceberg could be related." As soon as she said that Ace said back to her with a bit of confidence.

"I think we can handle one little iceberg." She of course had to add to the pressure of the seven by saying.

"All of Acmetropolis is counting on you to handle this; Zadavia out." With that said the hologram ended. The pink furred one did bring up an interesting question once she was gone.

"When she does go out where do you think she goes: the movies?" Normally, Peter would have said something, but his ribs were still sore from that elbow attack. Their leader had a different thing to say to the others.

"Tech, we're going to need some toys to melt this ice cube." Being a semi genius the wall-crawler knew that the coyote would take offense to that, and he did as he voiced his opinion.

"Excuse me chief, their not toys. They are precision hand crafted alloy instruments." The rabbit that was their leader made a small joke about that.

"We'll take those two, but first the toys!" He said with a little pleasure in his voice. All of them got up from the table and all headed over to the genius' lab. Once there he handed all of the others a device no bigger than a bottle cap. While the others began looking at them Peter was thinking of something different.

'I really hope that Slam doesn't eat…whatever these things are.' Still curious of what Tech had in mind, luckily he enjoyed explaining about his new inventions.

"I present the Retro-fire master blaster. Hold it in the palm of your hand squeeze twice." He did not need to go any further as Rev did so and that small disk turned into a gun that consumed the entire lower arm. The others instantly liked this invention Peter thought of only one thing.

'If this super hero thing doesn't work out Tech defiantly could invent guns for the Golden Eye games.' He was about to voice his opinion until he heard the strength of the team accidentally stepped on his. He activated it and just like that he began to spin around the lab with the blaster acting as a rocket.

"Uncurl your toes, uncurl your toes." Tech ordered, Slam did so and landed on a wall. He smiled as he held his device up. Lexi walked over to Ace and said to him and stated with a grin.

"Ya gotta love the toys." Ace who also had a smile on his face said to the team.

"Time to crush some ice. Let's jet." With that said all of them headed out, but naturally Spider-Man had to say one of his comments.

"Actually Ace, I'm more partial to cubed ice." The yellow hare just groaned and said to the spider.

"Let's get going." He mock saluted and followed after them. They all went to the hanger to get some better air. Rev already having the ability of flight didn't need the jetpacks located in the back. The others took there, but when Peter went to grab his but, there wasn't one.

'Nice of you to keep a fellow Science geek in the loop, Tech.' He thought as he watched them fly off. Not having any other idea in his noggin he ran through the triangle shaped hole and… web-swung. Being an expert of that mode of transport it did not take him long to meet up with them. They were all a little ways off so he had time to hassle the canine whiz kid. "It was nice of you to think of me Tech when you were making those packs."

"Sorry, Peter, I had other ideas on my mind." That was the only thing he could think of as an apology. The web-head knew that it was true, but there was one last thing he should tell them.

"Not to sound mean guys, but as long as we're in public I would I appreciate it greatly if you do not call me that. That is why I wear a mask." The others could tell that he was being serious so they nodded. Rev saw their target quickly coming into view so he had to say something about it.

"Would you look at the size of that thing? That has to be the largest iceberg in the world and I've seen some doseys." As he continued to babble he wasn't watching so their leader gave him a hand.

"Rev, watch where your talking." The roadrunner turned and saw the wall of ice fast approaching so he immediately ascended and rejoined the others who were flying in place; all but Spider-Man who was sticking to a building next to them. As Peter tried to ignore the cold snow on his finger tips he heard Tech ask the others.

"Alright, what whiz guy moved Mt. Everest?" Since none of them had any idea how to answer that well one of them did.

"Not really sure but it's either a fun loving mayor or angry ice cube people." All of them were thinking maybe it was better if they had doom and glom Peter. Ace paid no head as he said to all of them.

"Snow cones for everyone. Set blasters on thaw." All of them fired their blasters at the chunk sitting before them. There was absolutely no change in that chunk of frozen water.

'Maybe Rev was right, maybe Tech should have put more juice in these things.' Peter thought as he kept firing, but he decided to say something. "I don't know how the bergs are around here but back home when you have seven blasters focused on an unfinished ice-sculpture it usually starts melting even a little bit." Ace had to agree with what he said.

"He's right, no dice. Cease fire, cease fire." All of them did as he commanded and stopped firing. Tech unfortunately did not like this outcome as he spoke in disbelief.

"How could my Retro-fire master blasters not work?" Always able to cheer up the team the rabbit said to the coyote.

"No worries Tech, there's still plane 'B'." They all landed onto the ground including Spider-Man even though he did it in a showboat fashion. "Finished?" The rabbit asked once the red and blue member arrived. He nodded as an answer. "Good, then your on Slam, buddy." He received no complaining from the big guy as he sped to the top of that mountain of ice and began to spin at an accelerated speed. As the temperature began to rise and the ice melted Ace said to the others, "What did this guy have for breakfast?"

"Not sure, but what ever it was I am filing it under 'must avoid'." Spidey said to them which he actually received a smile from some of them. After watching Slam spin Duck decided to attempt something so he could be the center of attention.

"Glorified zambonie, chipping ice isn't a super power; quacking is a super power: observe." He tried to demonstrate his porting power, but he ported himself into the ice cube. "You can stop observing now." He said to them embarrassingly. After one Slam spin duck was sent free and landed head first into one of the puddles cause by the melting process. The all watched the temperature go from the negative back to the hundreds.

"Good guys one; Mother Nature nothin`." Ace said with pride. Slam was catching his breath, but he was grateful as well. Peter looked over to the transport member and said to him.

"You looked good under ice, now if we can try under glass." The mallard looked at him with a deadpan look and replied back to him.

"Hardy har." Unfortunately using her super human hearing Lexi had to spoil their good moods.

"Hold on Ace. Mother Nature may be done, but I'm picking something up." Trying to be funny Duck said to her.

"Perhaps, a high pitched dog whistle." Not wanting to be outclassed Peter decided to say something as well.

"Naw, I'm betting she's hearing someone getting done eating a 16 bean burrito. I heard that those are murder in the bathroom." Before someone could retort to what he said the small chunk of ice began to crack on its own. From it emerged a steel Viking ship. "Then again I could be wrong." Peter said as he looked at the strange out of date vessel. Under the figure head a door opened and out jumped seven metallic Vikings.

"Boy are you guys lost." Ace said to the new arrivals, but Peter had something different to say to the yellow rabbit.

"I thought there was supposed to be a costume party next week. Maybe these guys just wanted to avoid the traffic in getting here." The animals could not believe that he was making bad jokes about someone twice his size. Now they knew why he had those blemishes, just so the villains had some time away from his mouth.

"What up doc?" Ace said to the leader of the tin cans. The creature in the white and blue armor with red eyes spoke to the seven.

"I am Gonna." Naturally their leader had to antagonize him.

"Gonna what? Gonna go to a Viking convention at the Civic Center." That was of course Spider's turn to add a little flare of his own.

"Good, because I think that there is one in a couple of hours. Now it's down that road and to the…" His directions were short lived as the metallic Viking creature said in a still calm tone.

"No, we're here to take over your world." Being the leader it was Ace's territory to say something humorous about someone trying their domination tactics in his hometown.

"You, frosted flakes might as well go back to where you came from because this is a no invasion zone." Peter thought of that for a few moments.

'That statement wasn't half bad, but I would have added a fine to invasion, but that's just me.' Unfortunately what was said did not go through that tin plated face mask because the leader said to them.

"We will conquer your world by any means necessary." By nature Peter instantly startled to think of a plan but not Ace he tried something that the web-head knew he saw off of TV.

"No you won't." The opponent immediately said to Ace a rebuttal.

"Yes we will!" He insisted but the rabbit also said with a bit more force than before.

"No you won't." Once again the Viking machine said to them with his anger rising.

"Yes we will!" Actually agreeing with the robot Ace said in an easy going tone.

"Yes you will." The machine stood perfectly and proclaimed to the Loonatics.

"No we won't take over your world." With a relaxed look in his eye the hare said to the now angry robot.

"Have it your way." Now realizing that he had been tricked raised his sword and shouted in pure anger.

"I will enjoy crushing you rabbit." All of them moved with ease out of the way of the blade. Ace looked at him and said in a voice dripping with sarcasm.

"Oh yeah like that's ever gonna happen." He drew his sword and began to battle him while the others watched. After a few blade clashing moments he decided to retreat to the rest of his team he said with a bit of smugness. "I can keep this up all day." Having enough of his arrogance the machine said to them.

"Taste my cold steel." That said he fired a powerful light blue beam from the tip of his sword; when he fired it he added "Time to chill out bunny!" In which Ace countered with a beam of his own as he screamed.

"I don't think so." The two beams met right in between the two combatants. Fire and Ice both sides had a losing and gaining ground moments. The two walked over to each other and after a slight explosion the leader called in the rest of his team to give him an advantage.

"Hammer's of Frost!" When that command was given the others powered up their hammers and fired at the seven heroes; to be accurate they slammed their weapons at the ground turning it to ice instantly. Ace lost his footing so the others propped him up as he continued his optical assault. Tech stepped and decided to tell his leader.

"Their weapons seem to be charged up with a sub-zero hypothermic solidification liquid which can freeze." While still firing he interrupted the brainiac.

"Yeah I got that part figured out." The other mechanical Norsemen circled in and consumed all of them in solid ice. Feeling triumphant the leader said in a boastful tone.

"Let's put this city on ice." That suggestion made they all ran off leaving the new ice cube unguarded. As the city slowly froze over the heroes stood in their new prison. In a few moments the mallard was capable of quaking out of the ice. He shivered for a few moments before speaking.

"I'm out, I'm out and I'm safe which is of number one importance. No need to worry about me I'm…" The orange member stopped talking and looked at the others and thought to himself, 'Look who's under ice now.' He may have been thinking that but after taping on the frozen water he said to the others, "Hello? Are you still in there?" Once he did not receive an answer he said to himself, "I think that puts me in charge." His self-gratification was cut short when the area around him began to rumble. In a few seconds their prison was no more all thanks to the purple member of the team.

"Nice work there Slam." Ace said congratulating the living tornado in a shivering voice. He laughed meaning that he enjoyed breaking that ice, but Duck wasn't so proud.

"_I _would have gotten you out if you gave me the time to think." He did not care much for that statement so he said walking away.

"We had seconds not hours Duck." The mallard member said a satisfied tone.

"I liked you better as a snow bunny." Unfortunately being frozen did not save them from Spider-Man's all powerful tongue.

"I'm just glad I charged up my thermal underwear before we left." Then he looked around. "Those guys don't mess around." Ace agreed to that last part of his comment.

"I love what they done with the place." They were all walking down the ice cold street looking at their visitor's craftsmanship. Lexi had her own view to say to the others.

"Snow drips are very trendy this year." Out of the blue some sort of ring tone went active in this now Arctic metropolis.

"Sounds like Zadavia's ring." The leader said to the team. All of them followed the sound and walked over to a phone that wasn't frozen.

"Spider-Man's pizza service, how can we help you?" The crimson hero said after pressing one of the buttons. The others only rolled their eyes as to what he said. A square floated in front of them with a head shot of Zadavia.

"I guess you know by now that these are no ordinary Vikings." Ace already had something to add to that.

"Yeah they didn't even sound Scandinavian."

"I believe that these creatures came from one of the inter-dimensional portals that opened after the meteor hit just like our arachnid friend. These mutant techno Vikings must have been frozen in an Ice Storm in their home dimension, but now that they are here in Acmetropolis and have been released." By this point Ace had pieced this much together so he intervened.

"They freeze and paralyze the city so it's easier to take over." Mentally she admired of how easily the yellow rabbit could figure it out.

"Precisely, but right now you have bigger problems." As soon as those words escaped her lips a familiar tingling sensation in the back of his neck occurred. Still not used to being part of a team he leapt onto the closest building as a chuck of ice came from the sky and destroyed the phone; in addition knocking the other six flat on their butts.

"I didn't get the last part. What other bigger problems?" The mallard as recovering from that sneak attack. Out of the fog the figure head to the ship was in clear view.

"I'm no expert Danger but I am guessing their ship." Peter said as he sat on his heels sticking to the side of the building. They were all about to ask how he missed the first attack, but he pointed to the figurehead and said to them, "Shouldn't we be running." Right after he said that the head launched another ball of ice. All of them dodged but Duck quacked out. The head kept launched those spheres and everything that they hit turned to ice.

"If their trail leads into the city what are they doing back on their boat?" The pink rabbit asked as they all hid to the left side of the boat. There really was something wrong with this but the web-head could not figure it out. The leader of the small team walked from behind some crates and voiced his reasons that there were Vikings still on the craft.

"Maybe they didn't want to miss the floor show Gonna on ice. Let's jet!" The orange one stepped in front of them and said to them.

"Ready team; 1…2…3…" He attempted to use their jetpacks, but that idea quite literally fizzled out. Ace took off his pack and stated in a dejected manner.

"Looks like the ice short-circuited our jetpacks." He then turned to the green member and asked, "No worries gotta backup plan, Tech." The wild canine smiled and answered.

"Glad you asked." He pulled out a remote of some sort, extended his arm and pressed a button. The others looked with anticipation of what he created. From one of the streets came seven cycles most of them were black except for the last one which a red and blue paint job. "I see that you found my motorcycles." Tech said to the red mask who was already at his ride.

"Sure did. Hope you don't mind that I gave it a different paint job." He replied and put on a solid red helmet with a white visor.

"Let's fly." Commanded Ace, and away they drove; in under a minute the cycles transformed into a flying vehicles. Their take off did not go unnoticed as one of the mechanical men on deck said aloud.

"The bunny is back." The figurehead reacted to their presence and began to fire at them. Dodging the attacks was pretty easy, and a certain web-spinner was enjoying every second of it.

'Yep this invention is definitely a keeper.' He looked over and noticed that Duck was tale spinning and a bolder of ice was on target. 'That's gonna scratch the paint.' Luckily he was saved by a familiar pink blast. As Spider flew beside her he heard the mallard say.

"Dare-devil Duck, thanks you." When he flew off she said to him with a bit of anger.

"Pick a name already; why don't ya`." Peter decided to voice his opinion before she blasted him for no other reason that he is ticking her off.

"Personally, I think he should actually try out: Darkwing Duck." She nodded and before they separated she replied.

"Anything's better then the lame names he picks." Once they dodged yet another ball the arachnid noticed that Slam was not dodging them he punched his way through three of them.

'Just goes to show that even the overgrown frozen looges are no match for the strength of the devil of our team.' As he continued to make sport over this attack Lexi was irritated with the whole thing.

"How long are we going let them use us for target practice?" In that easy going tone Ace answered her calmly.

"Just as soon as they run out of spit-wads; which is right…" He waited for a moment or two until the head closed its mouth and looked at the Loonatics buzzing around. "Now; Loonatics unite." After he said that they all flew into the fog bank.

'I guess I should follow.' The arachnid thought and pursued them. He could hear one of the machines on deck celebrate of their retreat. 'Just keep talking you Asguardian wannabe this is a strategy.' He thought at first but after a while of following them leading into no where he began to doubt it. "Ok, maybe it isn't a strategy."

"Spider-Man, just keep going we're right in front of you." Tech spoke to him from a communication system in the helmet. This confused the teen but he continued in no time at all he saw a boat that gave the impression of a supped up speed boat. Once Peter began to land on the boat Tech set this machine in motion.

"Tech you've outdone yourself." Ace said congratulating the scientist of the team. The coyote smiled.

"You can say it: I'm a genius." He said in the patting yourself on the back fashion.

"Fire the torpedo." The yellow hare said and with a push of the button the torpedo soared straight over to their ship. The sea missile was on target and the mallard had to celebrate.

"So long Ice Geeks." When he spoke those words the boat suddenly went skyward. Slam pointed up at it and grumbled something; Ace was able to understand it though.

"Yeah, Slam, we didn't see that one coming." The wall crawler who secured his bike behind the main controls with webbing presented even more of his strange sense of humor.

"I bet the subtitles suck on that flight." They all ignored it and Ace asked their pilot.

"Flying Vikings?" Tech merely said to him as a return.

"They won't be flying for long." He then pressed another button and their sea worthy vehicle also took flight. When they arrived over them Ace gave him the ok.

"Tech, take `em out." He pressed a button that activated the weapons.

"Engaging: ionic de-stabilizing gravity disks." The said weapons moved a little bit but they were frozen over. Ace believed that everything was alright so he said with enthusiasm.

"Now!" When Tech pressed the button that was meant to release them nothing happened.

"Something is wrong with the modulators; it won't respond." Tech announced to them which Ace used their muscle to get them free.

"Go, Slam." The Tasmanian walked over to the disks picked them up before returning to the front and threw them onto the invading ship below. Admiring of what they were doing their pink furred fried said.

"Anchors away." The disks detonating on impact sending that vehicle plunging back into the sea.

"I love those `splotions." Ace said as he watched the ship go down and the bruiser of the team babbled in agreement. Once the heap of metal was floating there the heroes went on deck to investigate a bit further. The crew lied there. "With their ship destroyed, do you think the big freeze is over, Tech?" Ace asked as he Lexi and Tech stood around one of the ice slinging mutants which turned into an amber brown.

"All of their power seems to come from the horns on their helmets." Tech said to them as he ripped off the head and held it to the sky. The leader then looked over to Rev.

"Anything else on board?" He asked and the speedster went all around the ship saying aloud to inform the others.

"All clear starboard, bow, and no spit wads." He returned to them and shook his head. Lexi turned to their leader for an answer to her question.

"So where did they all go?" He began to think of something else.

"First we see them, now we don't. I think this game of Battleship was all a distraction." This information was not going over very well with Spider-Man as he clung himself to the figurehead.

'Damn where are those cold storage soup cans?!' He thought bitterly before leaping back onto the floor. He walked over just in time to hear Ace asking.

"Rev, think you can locate those Noradic nutjobs." The roadrunners eyes turned red and the symbol presented a hologram of one of the streets in the city.

"They're heading for the planetary power grid." Lexi said to the team recognizing the building that was at the end of the road.

"That must have been what Zadavia had been trying to tell us." Ace said as he thought back to her message. The green coated genius had to really bring them down.

"Not to alarm anyone, but if they manage to freeze the city's power core…" Lexi's eyes went wide as she said the rest in simplified terms.

"Then the whole city will get one bad case of frost bite." While the guys were piecing it all together their armored opponents had already made it to their destination. The leader of the group looked over at the entrance and said to his troops.

"The power core is ours; our mission cannot fail." He blew the door down and saw the center of the power core and said with pleasurable tone, "Let the Ice Age begin."

"I'll go on ahead while you guys think of something." Spider-Man suggested as he leapt from the Viking ship to their boat, he then tore his bike from its webbing and got on it.

"Hold on, it'll be faster if we all go." The leader said to the somewhat angered spider hero.

"I work better alone, but I will let you guys help me." The teen replied as he activated the flight mode of the vehicle and left. The others also rushed for their bikes as well, but they did so: together.

"Ok, can someone tell me what's his problem?" Lexi asked as she flew in formation. The others did not know how to answer her question until Tech spoke up.

"Be patient; after all do to his abridged version of past life he prefers to work alone." The others wanted to be patient, but it was still new to them to have a member that is comical one second and bitter in a blink of an eye.

"Set weapons on maximum freezing." Gonna insisted as he pressed a button on his blade before firing it at the center of the complex. In a few moments the arachnid made contact followed by the others.

"I don't know about the rest of you guys but I am ready to give these renegade Ice Cream men the boot; unless they have Rocky Road then I might let them go." Peter said to the others as he dismounted. The others walked with him as he headed to a very big hole in the door.

"Are you ever serious?" Lexi asked which the web-head countered with another question.

"That's a trick question, right?" She could only roll her eyes at that, soon they saw what they were doing and Ace had just the right phrase to get their attention.

"What's up horn heads?" It did get his attention so much so that he ordered a few of his soldiers.

"Freeze them." With that order given a few of them stopped freezing the building to freezing the heroes, and that did not go over very well with Ace.

"You picked the wrong planet to invade palley." Then the true fight with these Vikings began. At first the heroes evaded the first attack, but Lexi preferred to antagonize her opponent.

"Come one you over grown trash can show me what you got." The metallic Norseman was more than happy to show as he charged in headfirst. To bad for him she was charging too; a Brain Blast that is. She fired at he went down. Duck on the other hand had two to deal with fortunately he quacked behind one and kicked him to the floor. The second Viking robot was about to freeze the duck but he ended up freezing his own teammate.

"Come on, Come on. How hard is it to freeze dry a duck?" He said confidently feeling proud of what he did along with blinding them with egg attack. Our number one wall-crawler was having a difficult problem, over what type of insult to use.

"Have you guys thought about becoming a portable cooling system?" He asked one of them before rapidly punching it in the chest. Once it fell he felt his knuckles throbbing. "What are you guys made of: Adamantium?" He asked as he shook his hands.

"Tech, we got to turn the tables, make things hot." He said to the genius when they were back to back. Luckily the inventor already had a plan.

"I'll reprogram them just keep them busy." They split when an axe and a hammer came at them. Ace then kicked one of Viking's head's off which Tech recovered. Ace then gave his friends another suggestion.

"Get them to use their freezing powers." That said one of them tried to fire a beam of solid ice at the wall crawler, but missed by a few inches.

'Thank you Spider Reflexes.' Peter thought gratuitously, thankful that even if his body was freezing that it did not slow down his reaction time. He then looked at the pillar of ice behind him and sensed the goon heading to him from behind. 'Worth a shot.' He thought and with all of his strength pulled the pillar of ice from the wall and swung it at the mechanical man. "Do the Mets need me or what?" He said aloud before hearing his weapon shatter. 'So much for using that a second time.' He thought and turned to another fight of these guys.

"Nope, sorry, `fraid not; your turn Slam." Lexi yelled out after easily evading multiple ice assaults. The purple furball decided to attack the leader by charging straight at him with tornado legs. Naturally the leader of the band of ice makers did not like being threatened.

"You dare!" He yelled out and charged at Slam with his sword ready to strike. Unfortunately the bruiser of the Loonatics lost that head to head battle. As the female rabbit easily evaded another ice sickle assault with a back-flip and saying…

"Alley-oop!" The wall-crawler could only think of one thing that was embarrassing even to him.

'No wonder she is able to kick my butt in the simulation.' As he dodged the opportunity of being a spider-sickle he saw Ace near the central cord where Tech was still working.

"Tech, in position." The yellow rabbit said to the dog before two robots appeared behind him, but when he turned around to face them another one stood behind him. "Please tell me you're almost ready." He hoped with a pleading voice but Tech calmly told the boss of this team.

"Ya` can't rush brilliance." As he continued to work Ace could only say one thing to that as he leapt to meet the invaders face to face.

"No, but you can give it a swift kick in the can." Speaking of can kicking that is exactly what he did as he triumphantly said, "One Viking bits the ice." Blasting the first one down then he had spun in mid-air and kicked the second while saying: "And another." The leader saw what the yellow rabbit was doing to his men out of anger he yelled out.

"I've had enough of you bunny." As he swung his sword down Ace saw the answer of dealing with this windbag standing behind Gonna. He dodged the sword attack then leapt on to the icy wall and jumping from that point he gave the white Viking a double foot stomp sending him to the center of the Power Core. Tech who, now was done with the modifications plugged the helmet into the core.

"Got it Ace." The genius said to the leader not noticing Gonna sitting on the central coil. All of a sudden the entire room was filled with red energy which did three jobs: shatter the ice around them, deactivate the bots, and of course electrocute Tech. Seeing that happen made the spider slip out one of his bad jokes.

"Look at you all lit up." Luckily no one noticed it. Seeing all of the coils light up Lexi told them of what happened. Ace said in a happy tone.

"We did it! It worked!"

"The energy from the Vikings have recharged the power core." This time he said one of his statements on purpose.

"Good, because if there is one thing I really can't stand it's being turned into a spider-sickle." The pink member rolled her eyes wondering why he always had to say something like that. Duck on the other hand looked around at all of the deactivated robots and complained.

"Aw, Tech, I was about to let them have it." He then received an answer of some sort from underneath one of the helmets.

"Talking about taking one for the team." Duck looked to the helmet that spoke and raised it a little bit.

"Tech?" The mallard asked a strange green and black blob which only whimpered as a response. Once Tech re-assimilated himself they left with Peter saying another one of his bad jokes.

"I don't know about the rest of you guys, but I'm gonna stay away from frozen foods for a while." The others only groaned as a response then the web-spinner said a bit seriously, "Tech you mind putting my bike on remote." This confused the certified genius before he continued. "I just like traveling my way: by webbing." He then raised his arm and tried to fire but nothing happened. 'Great, looks like my web-shooters are damaged too.' He thought before turning to the others and said in a humorous tone, "You know what I think I will take my bike." That said they all flew back to the spire; once they put up their wheels and went about their business. After a few moments Rev came into the commons room where most of the team was with a pizza in hand.

"Here's your pie Tech." He said in his speedy tone of voice. The genius nodded to his fast talking friend. The others in the room were relaxing: Ace sat a hovering pad: meditating, Lexi: flopped onto a beanbag chair, Duck: was still thinking of a different name.

"Thunder Duck, Dazzling Duck, Dancing Duck, Super Duper Duck…" The coyote opened the box then looked up and saw Peter hanging upside down on a web-line with his mask off.

"I thought you said that those were broken." Tech said referring to the web-shooters. Peter answered him semi-seriously.

"I did but it turns out that they simply ran out of webbing." The canine could understand that then pointed over to the exposed pie. "All yours pal." Tech pulled out a disk and set it in the center of the pie. In a blink of an eye it cut the pizza into eight slices and presented one of the slices to Tech. He took it and began eating it, but while he was doing that the aroma drifted into the vent and a familiar creature knew that smell. After much banging the door opened.

"Pizza!" Slam yelled triumphantly as he rushed over to the others. He may have been too frozen to eat the last time but this time nothing was going to stop him. The scientist on the other hand had his invention attack the big hairball; instead of slicing him to ribbons it muzzled him.

"Ah, ah, ah Slam." Tech said rather smugly and only received a quiet growl from the devil. The holographic display grid activated showing the founder of the team.

"Loonatics, I had to congratulate each and every one of you job well done. The Ice Age is averted, the mutant techno Vikings destroyed, and Acmetropolis is safe thanks to you." She then looked at the animal based heroes and called them by name, "Ace, Rev, Lexi, and Slam {who was still muzzled}, and Tech {who was still enjoying his pie}…" Duck waited for her to congratulate him but instead she said. "Spider-Man." It felt to duck like his entire beak fell off his face.

"You know me I'm just here to help." Peter said to her which she nodded and continued onto her subject.

"Good work team, Zadavia out." When she left she left a very upset duck who said in annoyed tone.

"She could congratulate the spider but not me. How could she do that, I was standing right here." The others tried to calm him down with the pink rabbit first.

"Relax Duck you were fantastic." In a sarcastic tone the leader agreed.

"Oh yeah, heroic." Peter decided to throw his two cents in too.

"A very professional job out there, buddy." All of these comments were not getting through to him. He pushed Ace aside and decided to get her attention. Before he summoned the hologram he yelled out.

"No one disrespects this duck." He then pressed it and Zadavia returned.

"Is there something else?" She asked calmly, duck calmly walked over in front of her and asked one simple question.

"Hello, Duck here, didn't you forget something?" He asked her as if this something was genuinely obvious. She responded to his question with a comment of her own.

"That's right; Peter your costume is still in its development stages." He nodded and added.

"Can you add some originality to it? After all I can't be Spider-Man without a spider insignia."

"Of course, Spider-Man." This angered duck even further.

"No, not him; the something that pertains to me, and you know what it is." Duck said in a bit more force then before. That is when she remembered what it was that he wanted.

"Right I almost forgot…" She paused watching duck's expression turn into 'good I'm getting my name changed' instead when she continues. "No more memos about changing your name. Danger Duck is self-sufficient and easy to remember, request denied." That said and done the transmission was terminated again.

"At least it's better then what she used to call you." Ace said with a smirk as he rested a hand on his shoulder. After a few moments the mallard finally came to terms with what was said.

"Fine, Danger Duck, I can live with that." His leader added.

"Good `cause we like it too." The rest of the day was uneventful. It was just a group of seven relaxing in a spire that seemed to have it all. The only thing that they were now getting used to was the arachnid based hero who was still hanging by what could be confused with for a piece of string.

"Hey Ace…" Pete called down to the yellow furred leader who was done meditating and was done lying on their couch he looked up at the brown haired youth. "Nice move on the frost giant." Ace smiled and made sure of what he was referring to.

"You mean that reversal gag. Yeah that's kind of a family tradition." When night fell they all headed for bed. As soon as Peter put his hand on the doorknob a voice was heard beside him.

"How is it that every other time you opened your mouth it was a joke or an insult?" The voice was the super human hearing member of the team whom just asked an unanswerable question.

"That's just the way I am out on the field." He replied and went to bed. He did not really feel like telling them the true reason why he acted that way. As he slept he dreamt that he was swinging around in him home town until another swinger knocked him onto a near by roof. "Watch it; I had the right of way." Peter said defensively he then stood ready for battle until he saw the diagonal spider insignia he found himself asking. "Who are you?" The figure simply walked clearer into view until Peter saw a sleeveless light blue jacket while the rest was red. The being also had silver armbands that might act like web shooters.

"You can call me, Scarlet Spider." He said to the red and blue figure that was still on guard. As soon as he said that he vanished.


	4. Chapter 4

Spider-Man and Tigra are from Marvel as well as Stan Lee

Loonatics Unleashed is from Warner Brothers

Chapter 4:

Fads can be dangerous

'That was a weird dream.' Peter thought as he got ready for the day. As he put on his costume he thought of the other's suit. He left his room and was still in thought so he almost didn't hear a voice.

"Your usual pre-morning web-slinging I assume, Pete?" The coyote asked as he was working on their vacuum cleaner. Lately he found it pleasing to swing while the sun was rising.

"Yep, I'm planning to see if there is anymore snow." He said in his joking voice, which the others were slowly starting to understand; emphasize on slowly. Now, Tech knew that no snow short of permafrost could survive this heat, so he knew this time that he was kidding.

"Before you leave I have something for you." The mechanically inclined member of the team said as he walked over to one of the various consoles and picked up the item he needed. "Here, put this on your arm." He instructed before continuing, "Since your suit is still being developed that triangle will let others know that you are a definite member of the team." He had a feeling that underneath that mask was a smile, and he was right Peter was smiling.

"Thanks, Tech." He showed his gratitude by putting on the white triangle near his right shoulder. After seeing it on his costume he went back to his sense of humor. "I'm glad you picked a shape that matches my eyes perfectly." Said genius only went back to his work and the web-head went off to the hanger. "Maybe I should try something other than my web shooters." He asked himself aloud while mentally thinking, 'Alright, but what…' He continued to thank for a moment until the idea hit him. "I have been meaning to test this idea out." He said before racing out of the whole and began to fall. 'Now, seems like a good time to try it.' He thought and fired his webbing like normal, but instead of a web-line; he created a pair of wings.

"Look mommy Mr. Spidey can fly." A random five year old boy said while pointing up to the gliding creature. The mother of the child watched as the still new hero glided right over them.

"I can't believe that this actually worked." He said joyously, as he enjoyed his flight. After a while the wings began to evaporate. 'Better leave, before this ride gets messy.' He thought and immediately broke free from them slid down the closest building.

"Is there something I can help you with?" A voice asked and once the wall-crawler saw that it was a somewhat attractive young woman and then he looked up at the sign he slid past. 'Ks Quarters'

'Well, I do need some new clothes.' He thought and continued to walk inside. He was grateful that their fashion was similar to the clothes in his dimension. As he was glancing around he noticed the dressing room, but that wasn't what he was interested in. The thing he found interesting was that no one was calling the cops of a masked man being in their area. 'Then again they have six heroes who also wear masks, so I guess that counts for something.' He thought to himself, so he wouldn't think that it was a trap. After grabbing a few things he headed to the cashier, and said to him straight out. "Sorry, I don't have any money on me." The cashier held up his hand and told the mask hero.

"Judging by that thing on your arm I would have to say that are one of the Loonatics." Behind the mask Peter blinked a few times before glancing over at the shoulder the man was pointing to and totally forgot of that addition to his costume. Then the man behind the counter, who seemed to be in his late fifties with a thick head of black hair added, "Because those guys don't have to pay of what they do to save this town."

"Yes, yes I am, and I am not saying this because I am flat broke." Spider-Man said to him in a nervous tone, but the man only smiled.

"It's ok, I believe you. By the way my name is Randy, nice to meet ya`." The man now known as Randy put his hand out in front of the wall-crawler. This was a gesture he already knew of, but only by his fellow Super Heroes; there has never been a civilian that even wanted to know the wall-crawler…until now.

'Oh screw that world.' He yelled out through out his mind before shaking the man's hand being sure not to use all of his strength. "The name's Spider-Man, latest member of the Loonatics." With wave of goodbye he headed for the door, and once outside he took off swinging. 'Maybe this will work out after all.' He thought with a hidden smile on that red face of his; as soon as he made a brief stop by clinging to a building with his feet and right hand while he had his left hand on his chin: thinking. 'What should I do now?' He asked himself and that is when he saw that sunrise, but a familiar sound ruined this picturesque moment, his stomach. 'That's the only draw back of me waking up earlier, I get hungrier faster.' As he swung back home he was not expecting to see the leader in the hanger waiting for him.

"It's your turn to decide what kind of grub we have this mornin`, bug-boy; home cooked or takeout." Ace told the arachnid when he was through with his morning web slinging. Peter groaned out of pity before he thought…

'Great, just great; you have to hassle the new guy.' He thought as he made his way to their lounging room. 'Considering my cooking skills need some serious work and I have seven mouths to feed I had better take the takeout option.' He thought when he also had to worry about Slam's appetite. He then turned to the small kitchen that they had in that room. "Let's see what kind of restaurants you guys have." He said aloud and took off a list of places from the fridge. There were a lot of places to go for a restaurant by the name: Gary's BBQ. He dialed the number, but since he did not know what was on the menu he ordered seven of everything at least on their Breakfast menu.

"So what place did you pick?" The pink rabbit asked when she came into the room and saw the latest member lying on the sofa watching TV.

"I went with this Gary place; is it any good?" Peter asked as he sat up so she could sit on the couch as well. She nodded and said nothing more about that place. "Let me guess your not going to tell me anything else about it, are you?" The female rabbit merely smirked as a response for his question. "At least I told them where I'm staying and that I wanted everything on their morning food menu." He said to her while watching TV.

"Good thing you did because as soon as Slam smells that food we will have to race to the door or we're going hungry for a few hours." She said and he nodded believing what she said. The two said nothing until Lexi noticed the bag on the counter. "Went shopping did we?" She asked and turned her gaze to Peter who said in his usual fashion.

"Yep sure did, decided that if we take the day off you guys don't want me showing you up with this costume, right?" She got a little testy, but kept her cool.

"You show me up when it comes to fashion, please." She said that with a devilish smirk, but she did not receive any argument from him since he could see why that was true. After a few shakes of the head he returned to watch TV just in time for a commercial.

"Must change channel." Peter said in a mocking robotic tone, but as soon as he raised the remote the supersonic member grabbed his wrist. "What gives?" He asked the female rabbit, but he did receive an answer. He instead saw a pure joy expression on her face.

"Those things are so cute." She exclaimed and that is when Peter turned his attention back to the television just in time to see something known as a Fuz-z. Of course the web-head did not know what was so cute about them, but since this was Lexi he decided not to say one of his crappy jokes. After another half hour their doorbell rang.

"The food's here, the food's here. Let me get it; ok here I go." Rev said as he sped to all throughout the spire before stopping in front of the door. He immediately opened the door and said to the delivery person, "Thank you, thank you, thank you, thank you for this meal; I mean I have been waiting three whole minutes for this meal. So if you don't mind, bye." The door slammed shut and left a very confused delivery person claiming that he really needed a new route.

"Excellent choice there, Pete." Ace exclaimed as he finished off his two pancakes. He then stood up and announced to the others, "Now I'm going back to training." He left, which was a pretty good idea since the others were doing the same and saying what they had planned to do.

"One of the floor panels in the training room has been malfunctioning and I'm going to see what the problem is." Tech said first and walked away after he was done with his waffle stack.

"Ace told me that I should beef up everyone's training regiment and that is exactly what I'm going to do." Rev said and sped away. He had eaten all of his food so quickly that no one was sure what he had.

"And I've got some catalog shopping to do." Duck said and walked away with his beak held high. The mallard had eaten one of their Breakfast specials. Slam who had eaten the vast majority of their food was sleeping in front of the couch. Lexi who only had a Diet Coke and two Breakfast burrito's stood up and walked away, but as soon as the door was open she turned and said to the spider.

"I'm going out; after all I can't let you beat me in an event that was made for those that were born to mall crawl." That statement said she walked out while putting on her headphones. Peter was counting all of his fingers, making sure that Slam didn't eat any when he wasn't looking.

'All of you guys are here, that's good.' He thought, afraid that if he said it aloud he might wake the Tasmanian, but he would probably need something like a Global Disaster. 'I better put my clothes up and then I'll go off for another web swinging.' He thought and left with his new clothes. In no time he was back out on the city, swinging without a care in the world. 'I just can't believe that this place is so similar to my New York.' Peter thought after stopping on a roof corner. 'This place has its own jumbo-tron.' He added and looked at it. "More about those furballs, man." He muttered before looking down and noticed that every single one of the citizens had one. "Man, this fad will be here for a while." He whispered to himself and that is when he saw his rabbit ally with one of her own.

"Aw, you are just so cute." Lexi said happily and smothered it to her cheek. He shook his head and thought with a dead pan voice.

"I really should have seen that one coming." As he thought that and decided to visit a pet shop while thinking in a humorous tone, "Whatever happened when a kid wanted a dog or a cat; those I could understand, but not a hairball that Tigra coughed up." As he was walking in the sidewalk his comrade was walking through the park.

"I think I'll show you to the others tomorrow, but for now what should I call you?" Lexi asked the hairball with eyes and a rat tail. For an answer it only blinked at its master. The name then came to her, "How's Zozo for you?" It smiled at that name.

'I can't believe that these people aren't running away or yelling at me.' Peter thought as he walked the sidewalk like everybody else. That's when he spotted a shop that still had those fuz-z creatures. 'I guess I could check this out.' He thought, not really caving and not truly ignoring it either. He walked in and there were several children in there buying a combination of pet supplies, stuffed toys, and one fuz-z. When Peter was able to make it to the widow where they were and looked. 'These are cute good thing no one is a mind reader.' The wall-crawler thought, grateful that someone like Jean or the Professor was not around. He glanced over his shoulder and saw a kid who seemed to be five years younger than he was. "Hey kid, you want one of these?" The wall-crawler asked the kid.

"I sure would, in fact my mom said I could have one, but I can't decide." The kid said in a voice that was combined with a sense of happiness and sorrow. Peter could honestly tell that this guy really wanted one of them, so he decided to help the kid out. He glanced at the kids clothes and then at the hairballs; that's when he knew which one to pick.

"Here kid…" Spider began and scoped up one of the fuz-z, but when he did a familiar feeling happened. 'Why did my Spider Sense just go off?' He thought in a worried sense then he saw the kid and shook his head. "Sorry about that, I just caught a chill. I guess I must not have gotten over those Vikings." He told him, for a cover story of why he stood there and then he continued. "Here this little guy should work for you." He handed the child a red and green fuz-z which the boy gladly accepted.

"Thank you so much. Hey mom Spider-Man helped me find one." The boy yelled out in the crowd in the general direction of his mother. His mom came right away and saw the small furball.

"Thank you so much for helping my son he had been wanting one for months." What this woman just said to him confused the New York hero; so he had to clarify if she didn't mind.

"I thought this fad was only a couple of days old." The mother chuckled a bit before saying to the confused teen.

"Oh no this fad has been around for at least a few months." That said she and her son walked out of the little shop and met up with a man with brown hair. The three of them seemed rather close. That was when a feeling he hasn't felt in a few weeks hit him hard.

'Those must be his true mother and father. Something I never had before.' He thought bitterly before adding. "I better stop thinking like that, I don't want to doom and gloom Parker.' When he was done thinking and looked back at the fuz-z he noticed that one of them with his colors: red fur, blue body, black tail, and white eyes; the really odd thing was that it was staring directly at him.

"Are you going to get a fuz-z too?" A familiar voice asked him as he stared at the strangely colored one. This voice was one that he hasn't heard one in awhile; he turned around and saw that it was that fangirl that wanted his autograph. "Well, do you want one?" She asked politely to red masked hero.

"No, I'm not too big on following a fad to the letter, miss." He stopped there since he did not know her name. After a prolonged silence she finally got what Spider-Man required of her.

"Oh that's right: I know your name but you do not know mine." She said to him and presented her hand just like Randy did and told him her name, "My name is Agitha Goodfortune, nice to meet you." It was still weird for people to shake his hand instead of pelting him with rotten fruit, but it was growing on him. He shook her hand but his mind was elsewhere.

'Why did my Spider Sense go off? Could that family be in danger?' He turned back to the girl and said to her, "Sorry, I know that you still want my signature but I really have to go." The girl understood and nodded as a response. As Peter turned to the door he once again saw the creature that had his colors, it wasn't giddy like its brethren it was simply staring at Spider-Man. He tried to shake it off as he left but inside he couldn't. Since the run in with Agitha he somewhat lost track of where that family went, but he had a pretty fair understanding of where they were headed. With much vehicle hoping he made it to the general area just in time to hear the boy say.

"I can't believe that Spider-Man, the Spider-Man, the latest member of the Loonatics gave me this little guy." The boy sounded happy as he entered his room and as he watched the family through the window without being seen his fellow fighter for justice was still at the park.

"Well I guess it's time to head back to your new home." The creature made a happy sound of hearing the term 'home'. In the short several hours that they stayed there the two of them made a quick: loyal pet and owner relationship. Back to the spider he watched as the kid in his jammies, he changed in the bathroom which has no windows, watching TV with the fluff ball right beside him.

'I guess I'm just being paranoid of still finding myself in a new world that doesn't really have enemies.' He thought finally convincing himself that his spider sense going off was just a glitch and that is when he saw the sky. 'Oh man I am so dead. At least the guys haven't made a curfew.' He thought and turned around ready to do a combination of: building hopping, vehicle hopping, and web swinging. The bad news is as soon as he left that area the family of the home ran off screaming from a monster.

"Hey, Pete, uh…what kept ya`." Ace asked the web spinning hero once he entered the room. All of them were eating the traditional fast food: Chili Dogs, Double Cheese Burgers, French Fries, Tatter tots, Milkshakes, Malts, and sodas.

"I kinda got my pants stuck to a flagpole. Don't ask how I got out of that one." He lied point blank at his friend's faces, but he couldn't tell them the truth. Considering his sense of humor they didn't want to dive deeper into the subject so they let it pass.

"Well, pull up a chair and start eating." Encouraged Lexi as he came near them; luckily none of them noticed that she was picking up some rather big crumbs in her area. Peter took a look at the clock on the microwave: 10:30pm.

'Well that explains why I'm so hungry. All I've had all day was at 10 in the morning.' Peter thought and began eating up the food with the others or what was left since Slam must have eaten most of it and he was still hungry. It all came down to one Double Cheese Burger and almost everyone was stuffed. "I must eat the last burger before the rest of you do." Peter said to them in a strained voice as he tried to sit up. Slam also tried to sit up but even he was full. "Can't get up Slam? Not like you." He said with a greasy smile.

"He shouldn't be able to eat until a few hours due to a special powder that I invented. The really bad thing is I didn't know what he would eat so I put the powder in the Milkshakes and in the Malts." Tech said to the spider in a strained tone as well. Since often the main thing a guy usually has to eat everything in sight but as the six guys all had their hands near the last burger it was suddenly gone.

"If you guys don't mind I'll take this with me." Lexi said to them with a confident smirk. All of them were baffled of how she was able to walk while the others were able to stand, but Tech was the one that muttered his thought aloud.

"How can she still be able to move, it's impossible." Due to her enhanced hearing abilities she turned to the exhausted males and said in a boastful way.

"I gave all of my Milkshakes and Malts to Slam. Mainly because I'm more of a soda fan, and I heard what you were going to do when you were muttering to yourself in your lab." That said she continued on her way out, soon the guys decided to talk for a little while.

"You talk to yourself, Tech." Ace asked the genius who simply avoided this conversation by saying something that was on their other minds.

"Maybe we should talk about this after we had a good nights' sleep." The others had to agree so they left the lounge area and all of them trudged to their room. When Peter got to his room he ignored the fact that he was still wearing his suit even half of his mask.

"I'll worry about why my spider sense went off earlier later right now…" He couldn't finish that muttered statement as sleep finally won out over the web-slinging hero.

"Beware…" A mysterious voice said to the web-head. He was in another dream but instead of facing another version of him, it was a pair of solid white eyes in pure darkness. The voice said that phrase in a deep threatening voice not in a high pitched goofy way which really freaked him out. The owner of the eyes continued on what he had to say, "Beware of the creatures that possess the innocents of an infant." As soon as this transmission was done the eyes closed and Spider-Man was left in the dark both figuratively and literally.

'What the hell was that about?' He thought in his dream before waking up from another strange dream. As he put on some clothes that he picked up yesterday he thought, 'First the Scarlet Spider and now that creature. The two are definitely not related.' He took a look of what he was wearing: white sneakers, blue jeans, maroon t-shirt and a dark blue shirt over it open. "The innocents of an infant what could that mean." He muttered and realized that Lexi didn't ask what he was talking about. He took a look out of his window and noticed that it was well into the morning, 'So much for the morning web swinging. Guess I should see the others.' He thought and headed for the training room knowing full well that most of them would be there.

"I'm hungry." Slam grumbled and walked out of his room after looking at the clock: 9:15am. He wanted something a little bit more exotic then the usual surf and turf that he was used to eating, but what could he have.

"Today's when you meet the rest of the Loonatics. Are you ready Zozo?" Lexi asked the small creature which smiled and created a happy warbling sound. The female rabbit accepted that answer and picked up her pet, but she hid it in both hands to truly surprise her friends. 'Not to mention I know exactly where most of them are.' She thought and headed for the training room not knowing that the devil picked up on this delectable smell and followed.

"Hey guess I missed my own morning run so I decided to see if you needed something." Peter said once he made it to the training room Ace stood there with his retractable sword in hand.

"Yeah, you're about to watch my latest training session upgrade." The rabbit said to the spider who had walked in a few steps by now. Ace then looked down and saw his silver bands so he had to ask. "Are you trying to pass those off as fashion statements, Pete, or what?" The web-head looked at his arms and that is when he realized that he forgot to take them off when he got dressed.

"Yeah, I am. Did you know that there are only a few guys that can make wearing bands look good? Like me for example." It was his strange sense of humor bubbling to the surface. The rabbit only shook his head wondering why Peter always had something 'funny' to say. The said wall crawling nutcase noticed the mechanical genius working on something.

"Something wrong Tech?" He asked the coyote since the seemed to be working on a certain circuit breaker. The canine of the team looked over to the hero from a different dimension and answered him.

"The holographic program is acting up so I'm working on that right now." That seemed logical since it was Tech's invention he should be able to fix it, but he was a little interested in Ac's training style upgrade.

"Start it up Rev!" Ace yelled out and of course in half of a blink multiple spinning disks with razor sharp blades came right at the yellow hare. Peter sat on his heels while sticking on the wall beside Rev so he wouldn't turn into spider cutlets.

'I guess Rev has the power to multitask.' Peter thought and watched the roadrunner continue Ace's exercise and seemed to be playing a came that looked a lot like Pac-man. When he decided to check out the leader to see his progress he was almost done. The only one left was loosely spinning around.

"Hey, look what I got." Lexi said in a sing-song tone as she came into the room with hairball in hand. The devil stopped near the door and still wondered what that scent was. He did not understand, the scent was coming from Lexi and yet at the same time it wasn't.

"In a sec Lex." Ace said in a calm tone then as soon he turned around he kicked one of the destroyed disks to divert and destroy the last disk. The Tasmanian was still curious so he advanced slowly and that is when he saw it: a delectable hairball with eyes; Ace spotted Slam staring at it.

'I've got to try something.' Slam thought and ran over to try to eat the small creature, but he forgot that he was dealing with Lexi Bunny. With the ease of a madidore dodging a bull she dodged Slam's attack, and so she made the action of her movement clear she told him in an ordering tone.

"No eating my pet." Slam bumped into a laser that was in the same room and smashed the control box with his back. Not paying attention, thinking his purple friend was causing minor damage Tech said in an annoyed tone.

"Careful Slam I'm trying to work here." The last part of what he said was distorted a little since he was hit in the back of the head with the laser which was rotating around the room. Landing in an awkward pose he became nervous as the beam slowly came over to him; all of a sudden it stopped. 'What the…' Tech thought wondering how one of his lasers stopped and that is when he looked to Peter and hanging by a web-line was the plug-in.

"When ever you have a problem with anything electrical you unplug it. Besides you really can't pull off the burnt tail look." The brown haired youth said and then looked over to the two rabbits with Ace inspecting the big eyed creature.

"What's that? Did ya` get a new cotton tail?" He asked his fellow rabbit while pointing to the hairball with eyes. She could not believe how dense their leader could be in the latest fads but she decided to answer him in a non: Spider-Man way.

"No it's a fuz-z." She looked at him and could tell that he was still confused of what it was. She could tell that just telling him the name was not enough. "Oh, come on Ace, bio pets are the biggest thing to ever hit Acmetropolis." She looked up and could not believe of what the yellow bunny said.

"Yeah, what do you hit it with?" He was taking it seriously and then Peter saw a classic opening for one of his stupid comments.

"If so; I've been trying to find a way to break in this wooden bat that I found in my closet." Lexi could not believe either of them so she explained it to the both of them even though she knew Peter was making one of his usual nonsense comments.

"You don't hit it. You love it. She can be anything you want her to be." As soon as she said that the two of them demonstrated what she meant by that last part, "A glove, a chocker, a cuddle walker." Unknown to them was that Duck was going to tell them that he was on the waiting list to get his own fuz-z until he saw one in Lexi's hand.

"Hold it right there sister." He said as he entered the door, then he leapt right beside her and said to her. "How'd you get one of these?" Lexi instantly took offense to that as she listened to the rest of what he had to say while he held her little creature. "My fuz-z has been on back-order for weeks." It would appear that he would give it back to her but he moved his arm opposite of his body while asking. "Are you sure this one's isn't supposed to be mine?" The mallard then saw Slam near the fuzz- ball so he moved it away from him while totally forgetting of Lexi.

"Back off, Duck. Zozo is mine." She barked out while taking her fuzzy friend back. Once again another perfect time for Peter to open his big, fat, spider based mouth.

"Not bad of a name, Lex, not bad. Personally if I caved into this fad I would probably name my little guy: Spider-lad." She really appreciated that comment, but what she could have done without was Duck's laughter.

"Zozo, Spider-lad; those are lame names but once I get my fuz-z I'm calling it." Duck's statement was cut short as a monitor was lowered into the room and Zadavia appeared on it.

"You're not going to believe this." She began before Peter graciously interrupted her.

"I'm pretty sure we won't." The blonde haired one simply ignored that comment and continued on.

"There is a situation that requires your special attention." The Loonatics began to gather around her as she continued. "A residential zone in the fourth quadrant seems to having a giant spider problem." Ace tried to be comical.

"Didn't they spray for giant spiders last week?" In the back of their minds they were thinking the same thing, 'they should use a compound that gets rid of medium ones.' As soon as the mallard opened his mouth ready to insult the red and blue hero he held up his right hand and said.

"You even think of uttering one word and I'll put so much webbing in your hair you'll have to shave your head." That statement passed the meeting continued.

"This family barely escaped with their lives." Zadavia said which really got Peter interested since that is what worries him the most. Tech needed more information so he asked.

"Species? Origin?" He only received one word for each question.

"Unknown and unknown." This only antagonized the mallards fear center so he decided to ask in a combination of annoyed and frightened tones.

"Forget were it came from. Where is it going; it's not coming here, is it?" This irritated about how the mallard acts. Her floating head transmission went closer to the screen as she said to him.

"The plan was for you to go there, Danger Duck!?" This made him nervous then before as he asked her in an even more fear.

"Must we?" She ignored that and told the team itself…

"I'll transfer coordinates and transit, Zadavia out." When the monitor went blank Ace somewhat complained by saying.

"She gets to go out while we have to deal with giant spiders, nice. Let's jet." They all turned and saw one minor flaw of leaving in a rush; Peter was wearing civilian clothes.

"We might have to prepare for take-off a little bit delayed." Ace looked at him and that is when an idea hit.

"You think you could make it fast?" He asked and with that they all headed back over to his room. While the others waited outside Peter tried to put on his costume at Quicksilver speed. In around three and a half minutes he walked out wearing his red mask and gloves; with pride he said to them.

"Allow me to introduce the Quick-change Spider-Man."

"That's the best you can come up with." Duck said to him while laughing. Peter let out a sigh and responded in a rather unorthodox manner.

"It's the best I could do but I guess I should just take it off." That sentence both frightened and intrigued her.

"Maybe you should change in your room and catch up later." Surprisingly that wasn't what a small piece of her mind was thinking. 'Go ahead and take it off take all off.' She cursed the piece of her mind that she dubbed the 'fangirl section'. What happened next shouldn't have been surprising; he did take off his clothes, but his trademark costume was already on him. All of them stared at him.

"What are we waiting for? As Ace said, 'Lets jet.'" He walked away and then ran down the hall to the hanger. Rev who was the first to snap out of his daze and ran out first.

'He's something else.' Ace thought and the rest of them followed the spider and the roadrunner. In the end six of the seven were just in the doorway while the seventh was already there.

'I can't tell that my friends moved slow to get here; at least not yet.' The speedster thought and watched the others grab their packs. Peter was a bit surprised to see a sixth one.

"I see that you made one for me, too, Tech." He said with a hidden smile as he looked at the red and blue pack.

"Yeah I even gave it your paint job." He responded, and once the six had their packs active Tech opened the door and away they flew. The team flew off in pairs: Duck and Tech, then Rev and Slam. The only ones left were the spider and the rabbits. Those three were about to leave when an unusual sound caught their attention.

"Did you guy's here that?" Peter asked and only received a nervous expression from Lexi. Ace clarified his confusion by lifting his friend's right arm to reveal her pet.

"Nah! Maybe you should lose the wristband, Lex?" Ace suggested to his fellow rabbit. Lexi did not want to part with Zozo so easily so she tried a bargaining tactic.

"I don't want to leave her hear by herself. She could be our mascot." In a big way she wanted that to fly but her leader did not even think it over.

"How about…no." With that said he began to walk over to the open door while Peter displayed that traditional mouth that often got him killed.

"Besides that position has already been filled; me namely." He too headed for the door and flew off. With bitterness in her tone she agreed to temporarily abandon her pet.

"Fine…" She said to the two and put the little guy where they put their packs. It presented a somewhat sad expression and Lexi asked it in a baby voice, "Aw, but you'll be lonely, won't you." She glanced over her shoulder to see the spider and her leader a good ways off; she picked up her friend and was on her way. They have been flying for an hour or so, but still no sign of their target well not until Ace said something that Peter would end their lucky streak.

"According to Zadavia's reading we _should_ be able to spot the little itsey-bitsey right about…" He waited because their target straight out of the wall. "Now." Out of tradition Peter clung over to a building behind his friends and watched as Duck tried to analyze that beast.

"Whoa, look at that thing it's got three, no wait four…five legs." His counting skills need work as the arm that he missed back-hands him with great strength. As flew backward with a howl Ace clarified for his foul based friend.

"Uh…Make that six legs." As the creature was howling Peter ran along the side of the building and caught the duck with a web-line to his chest.

"You see…" He started and saw the slightly angered look on the mallards face; most likely from the new guy saving him. "It has six legs while us spiders have eight legs." Danger Duck re-stabilized himself and said to the red and blue hero.

"Well, that's still four legs too many." He flew off and watched as Slam tried to stop that thing by pulling on one of its legs. Peter only could think of…

'He can count now who ever said that school education never met him.' He joined his friends in the air even though he was still getting used to the back of flames on his back. He joined them to watch as the insect creature stomp the devil into the concrete road. "Talk about irony; I hope Slam knows a good chiropractor after that." Peter said but it was obvious that this beast was not done just yet as it raised its foot for another attack Rev rescued the Tasmanian member, but that same stomp did make one very big crack.

"Slight pothole problemo." The leader said as that crack made its way down the street. As the ground was still reforming Peter had to ask in his usual fashion.

"If this is your opinion I would hate to see your opinion on big potholes." As the crack turned over a few cars Lexi asked in general a question that might have come out of the mallard's mouth.

"Can't we take the day off?" The web-head could tell that she wanted to make more time for that fuz-z of hers. Ace gave her a typical leader answer before he gave the purple devil a suggestion.

"Heroes don't get the day off. It's rescue time. Slam how about giving our friend here a little help; what do you say?" The devil didn't answer he flew straight at that monster and pushed it to the bridge that it nearly toppled. Rev helped force it into the center. As he did that Peter was having a slight flashback.

'Great, just what I wanted to see, a bridge?' He thought bitterly but was snapped out of it when he heard Tech giving his field commander an option.

"We've got to contain this monster now." After he said that his hands produced a heavy green aura. "Clear the bridge Ace. Better remove all four supports in each column." Ace glided behind him and responded.

"You got it Tech." He said; then proceeded to melt them with his optic blast. While he was doing that Peter flew on top of the bridge and pulled out two cables that were also supporting the bridge. They were in there good and tight but thanks to a not so welcoming image from back home he managed to do it. As he was pulling Lexi helped by pulling the same cables on the opposite side, but while she was doing that she heard Peter mutter angrily…

"Never again…" She did not pay attention to that and continued with the bridge. Back to the monster Slam made contact with a left hook before running off. With all of the supports gone Ace grabbed one of the bars and told the others.

"Now, let's lock `em up." The two jets on the back of the pack activated and with the help of Tech and Lexi forced into the crevasse. To make sure no one was harmed he added, "Everybody, clear out!" Once the bridge had given way they all flew over it and expected their target to have stayed there, but instead…nothing. "You got to be kidding me, how'd it get out of there?" They all landed at the now grounded bridge looking around for it.

"Very impressive; Itsey-bitsey go bye-bye." Lexi said with a mere glance around, but the scientist was not so convinced. With his hand on the bottom of his muzzle he said aloud.

"There's got to be a logical explanation." Once again that was a cue for Peter to say something that will make him an outcast.

"I know what happened." He started to get their attention and continued. "It is simple we are dealing with a invisible hairball from the eighth dimension." All of them stared at him before he added, "Or perhaps not." Lexi was about to say something hurtful, but duck had an announcement.

"Hey look." All of them turned to the mallard as he presented his finding, "I found a fuz-z and this one is mine. What do say: Wonderfluff? Oh yeah that's a good one." Ace walked over and took duck's pet, "`Cuse me!"

"Hmm, big spider pulls a disappearing act and we find a hard to find bio pet in its place. What are the odds?" Ace said and aimed his question toward Tech who answered without even thinking.

"4,027,867 to 1." Taking those calculations very seriously Ace responds with an honest comment.

"Kinda high on the coincidence meter, don't you think?" Duck took offense to Ace's conclusion so he tries to stand up for his super hero sidekick.

"Oh, come on, your not blaming this on Wonderfluff, are you?" Ace took a cylinder shaped container from his pack an answers him pretty straight forward.

"Until we can come up with something better…yeah." As the leader put the suspect into it's container a familiar warbling came to rest in Lexi's ears.

"Zozo." She said with a small gasp, she took a few steps away from her team so she could take out her secret. The rabbit looked at her small pet and spoke a question softly to herself. "How could anyone think of bio-pets are anything but sweet." Her small friend hopped out of her mistress' hand and over to the guys; catching the attention of a certain web-head. "Zozo get back here." She ordered hoping that it would obey but it didn't.

"Boss, I thought you told Lexi to keep her friend at home." He question watching as that hairball with eyes continued to bounce to them.

"I did." He responded as he finally put the ball into the round hole. Before Peter could continue Zozo found its way into Duck's bag; soon after Wonderfluff joined it. Feeling a little confident Duck told them

"Sorry, but it looks like they like me better. Now I have two super hero sidekicks, how cool is that?" Ace looked at the other rabbit accusingly and said one thing to her.

"You had to bring the fuzz." She responded with an apologetic shrug. All of a sudden there was a lot of rattling around the mallard's immediate area.

"There's a party going on in your backpack." Lexi pointed out and the danger-proned water foul simply explained to her and the rest of the team.

"Oh, I never go out on to the field without my chocolate –AB inducer bars." After a little more rattling he continued, "Whoa they must be really hungry." As soon as he took them out of his pack and held them both in his hand he thought he felt something different "Hey what's this. Ouch…" He began but he didn't get to finish his comment as he threw the two on the ground then they all watched the small creatures transform. With worry both of the owners of those pets called out their names.

"Zozo?" Lexi said first followed by the duck.

"Wonderfluff?" The team backed away from them and duck said to the team in a sarcastic sense, "I'm not so sure Wonderfluff has all his shots." He then tried to bargain with the rest of the team, "Anybody want to buy a bio pet cheap." Peter would have said something but a familiar tingling told him that he had something bigger to worry about then keeping his funny man reputation.

"DUCK!" Ace yelled out and not noticing that the rest of his team were crouching the mallard thought the rabbit meant him.

"What?" Thus he got hit again by one of the creatures arms while Peter used it as a balance bean and came out without a scratch. Another battle with those 12 foot tall insects began. With their speed and reflexes Ace and Peter avoided their feet however the bunny was not fast enough to avoid its hand so he hit the wall: hard. Surprised that this creature managed a good hit he only had one thing to say.

"Smacked down by fuzz ball? You do realize this of course: this means war." He pried himself off of the wall with his eyes burning their usual bright yellow he said in a leader tone. "Hit it Loonatics!" When he was about to engage the enemy he felt someone pulling on his arm. "Hey, what gives?" He asked to the person holding his arm: Lexi." All she could say to help her pet was…

"That's Zozo, she's had a rough day. Be gentle with her." Another voice was heard only this one came from one of the vertical support beams.

"I don't think that that's going to be a problem." It was the red and blue hero who then pointed over to the mutated Zozo who almost squashed both of the rabbits. The other members weren't fairing too well either. They hit a lucky break with Slam's thunder and tornado power, Rev's speed and flight, along with Duck's egg attack.

"Here Zozo, catch." Duck said the monster and this time his eggs seemed to be tar which caused Zozo to fall. The devil wasted in time he charged at the pink monster even though Wonderfluff was ready to block, but he didn't care one bit.

"Slam, stop." Lexi requested and just like that Slam did so but he seemed confused. Still clung to the beam the only thing Peter could only think of was…

'She cares for Zozo even when it looks like that. She truly is something else.' A different thought entered only this one was an order, 'Stop thinking like that.' While the purple member stared at them confused something was happening to their opponent. The both of them turned back to normal and went back to their owner like nothing happened.

"What gotten into these powder-puffs?" Ace said to the team in a rather annoyed tone and to help shed some light on the subject was Zadavia.

"Something powerful…" She said and waited for the seven to fly up to the TV monitor that she was using. The leader finished her statement.

"Yeah; powerful, but easy to get a hold of." The blond then decided to tell them what else she discovered about these creatures.

"Good point Ace the boy gave his fuz-z a whole stash of chocolate before going to bed." The super human hearing member said after hearing that.

"And our fuz-z' changed after eating Duck's chocolate." Peter broke in after not shouting one of his comments in the last five minutes.

"Maybe this is a new form of allergic reaction to the stuff like back in my dimension." Tech shot him down as he took that comment completely literally.

"I doubt that, Spider." The blond woman ignored that and continued to tell the team in general what was up.

"Professor Zane's laboratory is on the seventh sector just east of the industrial center." Ace was the next one to speak.

"The guy who invented these hair-balls better have a way to carve their sweet tooth, cause Acmetropolis is crawling with them." Rev spoke up in his fast pace style.

"It is going to take a miracle to get rid of all of these fuz-z'. I can probably pick up about half of them, but we will need something really amazing to get the rest of them." Most of them headed back home to where Ace proudly said to them.

"I bet Tech has some toys we can use." The said coyote smiled and with pride he presented them with one of his latest inventions.

"I give you the exo-vac 2400X." He pressed a button on his remote and a big metal door behind him opened revealing a big air worthy vehicle.

"Wow Tech." Ace said as he looked at it. The genius added one last statement.

"It is the ultimate urban vaccum." Slam only grunted happily, but Ace had to ask something that instantly bothered him.

"What in the world made you come up with this?" Tech then answered his question with an answer that was sure to antagonize its target.

"Try eating with Slam." Attack met as the said devil gave him an angry look. "Not pretty." He added; Slam was about to harm his alley until the speedster began to run around the latest creation and told the others what it had.

"It's targeting sensor allows us to retrieve the fuz-z and not innocent bystanders. We so rock in this lab!" That was what Ace could decipher and that was just fine.

"I get it so your saying this invention really sucks…fuz-z` that is. Loonatics let's jet." They boarded the vessel and he then told the other three what to do. "Lexi: you, Duck and Spider: go over to this Zane guy and warn him he may be in danger of his own creations. While the rest of us round up the rest of the fur-balls that are still out there." Peter once again had to open his mouth.

"You see I told you watching that old Frankenstein movie would come in handy." He received a pretty harsh stare and with that given he continued with, "Ok, I get it I'm gong." As the team separated to their individual destinations something seemed to have been calling the web-head to a familiar location.

"What are you doing Spider?" Duck said annoyed that he did things his own way at times. "This isn't this right sector." He informed but Parker turned to him and said in a dead serious tone.

"I think the back-up we need is right around here." He then landed in front of the store that held the fuz-z in his colors.

"What are you talking about?" Lexi asked wondering how the others would react of them being here instead at Zane's lab. He walked into the store that his idea was, luckily no one was around; there wasn't even a cashier. He ignored the erieness and walked over to the window.

"There you are." Peter said aloud and picked up his idea. He walked out with his plan in hand, the others saw it instantly.

"What are you doing with that?" Duck asked and looked at the fuz-z in his hand. The creature in question only glanced at the duck and nothing more.

"This is my plan right here." Peter said and after seeing the disbelief on his friends faces. "I really think that this one is ok. Take out your creatures." He said to them and both did so and they were as energetic as ever. The two of them turned to the fuz-z in the web-head's hand and also just began to warble; Spider-lad simply rolled up Spider's arm and hid behind his neck.

"What's his deal?" Lexi asked wondering about the strange behavior from this latest fuz-z. Peter knew of what it was doing so he smirked under his mask.

'I get it; you have some sort of secret and you are afraid of what the others would think so you hide it by exiling yourself. I can certainly relate.' He thought in a serious manner and then he took his bio-pet and placed him in his pack. "We better get going; otherwise this is going to turn into the night of the angry hair-balls." He flew off with the others close behind.

'What does he keep hidden?' The pink rabbit thought as they made their way to that location. After a half hour of no talking they made right outside Zane's property.

"It doesn't look like anyone's home." Duck said after a quick summery of the place but naturally Lexi had to spoil his plans of loafing as she used her powers.

"Wait I here breathing inside." She walked over to the building first with Peter right behind thinking to himself.

'Lexi's hearing would even give Wolvey's a run for his money.' Duck however felt insulted by her display.

"Show-off." He said more to himself then the others. Once they had opened the door and they also noticed that it was pitch-dark. Lexi tried to get the good doctor's attention.

"Hello…Professor Zane we've come about your bio-pets we believe that they are very…very." Lexi's statement was cut short when they all heard some type of roaring and saw more of the mutated hairballs.

"Well, looks like they got their chocolate for today." Duck said and the rabbit had to comply.

"I hope that's all they crave." Unfortunately the luck of a hero is never that easy as they heard the good doctor's voice.

"Not only do they love chocolate they also taste for duck, rabbit, and a little of spider." That comment would have given anyone a little scared even Peter but he was more angered then scared. He then added, "And guess what; it's feeding time!"

'I should have known that their world be at least one mad scientist in this world.' He thought before saying aloud to irritate him. "You know, I wondered why my mom sent me home without some chocolate before bed, and now I know why. My mug would probably look like yours."

"Get them!" Zane ordered and all of the fuz-z attacked, but while Lexi and Duck were trying to use their powers Spider was simply using his spider agility and his reflexes.

'I've got to think of a way to stop this, but how.' Peter thought as he continued to dodge. He then had another thought, 'I have to get higher and stay there for a while.' The only way that he could do that without seeming staged to the others. 'This is really going to suck.' He glanced over and was back-handed and landed onto the catwalk. 'This should be good enough…I hope.' He thought and hoped that being this high will be enough to keep his red and blue suit hidden.

"So much for him." Zane said and noticed that the other two have been caught by his pets. He walked over to them and had an evil grin on his face. While that was going Ace's team was doing a pretty good job about retrieval.

"Vacuum capacity: good, suction: stable." Tech said to their leader as they flew over head in the jet with Slam in control of the nozzle adjusting it to every hairball that he saw.

"How you doing there Slam?" Ace asked on a wrist mounted communicator, and received a whole hardy grunt from their devil friend. As that was going on Rev ran on the ground generally explaining that the fuz-z are needed elsewhere.

"Scuse me, scuse me, comein` through." He said to several kids. He then passed by and tried to tell them something Peter would, "Mind if I borrow this. Sorry, but this is a no fuzz zone." As the vehicle and the runner were zooming through the city one of the civilians saw them coming.

'I don't want them to take you away.' She thought and hid it behind her back for a while. That tactic failed Rev turned around and detected something behind him.

"I'm picking something on my internal sensor…yep there's one remaining bio pet." He zipped back to the girl that he recently passed and talked to her. "Hello, if you want something to cuddle you should try a cat. They would really go good with your coloring of course cats can't do trick and they can be so prickly." He picked up her pet and said to her, "So if you don't mind; bye." Their leader felt proud of saving the world on their part.

"Mission accomplished." He said before contacting the others, "How's everything on your end Lex?" No response so he tried again, "Lex?" Still nothing, so he said to Tech in a serious tone. "I've got a bad feelin` about this." He then flew back home and told the technological teammate. "Let's ditch the fuzz-balls for now and bug out." The container holding the fuz-z landed onto a balcony. Tech then demonstrated that it did more then suck objects in.

"Switching to turbo-vac: jet mode." Once the transformation was complete they flew off and Rev saw it all.

"Hey, wait up." He yelled and ran after them to their next destination. Meanwhile Zane was enjoying the moment until he heard the female's voice.

"So you knew that chocolate mutated the fuz-z." He only smiled to her assumption. He responded with great pleasure in his voice.

"Knew? I made sure of it. My first two fuz-z weren't supposed to transform until I flooded the entire city. One pulse from my electric leach and the savage beasts are under my control." Lexi grew angry with this man's scheme and said the rest for them.

"So you wanted all of the fuz-z to board the chocolate train to creatureville at the same time and tear Acmetropolis apart." Duck then entered the banter slinging himself.

"Sounds like someone's mommy didn't buy them enough chochy's when they were wittle." Zane did not take much offense to their words instead those words reminded him of the organization that branded him a loser.

"Oh your just as naïve as the Acmetropolis Science Council." As soon as Zane said that Peter who was watching this whole thing from a distance thought…

'Oh great, it's the 'why I became a villain' speech.' The web-slinger thought and added, 'They are all different, but the main theme is that they are often rejected for some reason or another.' He hit that nail on the head as the madman continued on with his speech.

"Imagine it; firing me because they thought my experiment too dangerous." Peter had just the line but he kept silence and listened on to what he still had to say. "They appreciated my genius or my…" He was quickly interrupted by Lexi again.

"Insanity, craziness, am I getting close?" He didn't take her tone too harshly.

"Hardly, I decided that Acmetropolis needed to see first hand what I am capable of." He started and continued after rethinking of that splendid day. "When the meteor hit earth it opened all sorts of fissures." Again he was interrupted but this time by the mallard.

"Like the ones in your brain, Mr. Zane." He simply ignored that and continued on.

"I discovered these fascinating creatures. Their biology was perfect for some experiments I had in mind…experiments that led to the fuz-z." He finished reminding himself of what he did then said to his prey. "So cute and cuddley until they have some chocolate; then the only way to stop them is with this." He pointed to the controller and the fuz-z tried to begin eating Spider's teammates.

'Geez, that sounds a lot like Doom's background story…I think. I think while Reed was talking about his collage days I was playing vid games with Johnny.' He thought, but the sound of Lexi's terrified voice.

"You mind demonstrating." She only received a smug response from Zane as he smiled at their helplessness.

"Oh, no they need their protein." Seeing his friends seriously in danger made Peter pretty pissed off.

'This guy is about to learn a new definition for 'ouch'.' He thought for a moment.

"You see too much chocolate will make you sick." Ace said through the window of the jet which plowed through the door. Another battle took place Duck quacked out of the grip and Lexi chopped the hand; it did not have any effect except for stunning it for a little while. As the rest of the Loonatics attacked Zane decided that there was strength and after throwing a switch several containers containing those peaceful creatures. Stating one of the worst puns Zane said to them.

"What kind of host have I been? Would anyone care for some chocolate? The effect is temporary but the more they eat the longer it lasts." He said as he pressed down another lever, this one to open a door filled with chocolate.

'I really would hate to see what this guy's grocery bill is.' Peter thought as he watched as the smaller ones go over to the chocolate bars. Ace had a different thought in mind for that candy.

"Then no more candy for them." He turned to the best choices for his thought. "Slam, Rev; time for a little candy run." The two knew what he meant and headed over to the pile to get rid of them: Slam with tornado mode and Rev with his speed. Ace then saw the problem in Zane's hands, "Duck the control box."

"What about it?" Duck asked in a confused state before he remembered what it controlled. "Oh, right." He then armed an egg and threw it right at the prof's face; blinding him for a while. "Heads up!" He said before his sphere made contact. As Zane was running around trying to clean his eyes Duck cart wheeled over to the remote. "I got it." He yelled to the others but as soon as he had the device both Lexi and Duck's bio-pets hopped over to the candy.

"Zozo." Lexi called out hopping that it would stop: no luck.

"Wonderfluff, no!" Duck said as he still had the controller in hand. Both of the pets in question ignored them and started to eat. Something about this didn't sit well with the fuz-z in his pack.

'That's strange; I wonder why Spider-lad isn't going nuts.' He thought and as he continued to think it over he did not realize Ace spotted him.

'This plan just might work.' He thought as an idea struck him in a split second, but first he had to avoid being eaten first. About this time Zane tore himself from Duck's attack and wanted his remote back.

"Hey this is no time to dance." The mallard stated as he tried to fend off the Doc, but as he was doing that both pets of the Loonatics transformed and now led the others to attack. One of the mutated fluff balls grabbed Lexi but she basically protested.

"Put me down; I said put me down." As she struggled the coyote decided to help her out once he saw the catwalk above.

"Hang on, Lexi." He said and using his magnetic powers to tear up the catwalk and tied up his legs. That caused the beast to imitate a cut tree as it fell toward Duck and Zane. They both got out of the way, but the water foul lost the remote. Lexi and Tech were about to get it until two of the mutations picked them up. Out of desperation, Lexi cried out.

"Ace!" The blonde rabbit complied with ease as he hopped on the fuz-z heads to get the remote.

"On it Lex." Unfortunately he was caught as well, and the others soon after him. All the while Zane retrieved his remote with a boastful laugh he told them.

"I told you before Loona-pests, as long as I have this remote they are under my control." When he was going to order them to eat his guests he only pressed his palm. "What; where is it, where is it?" He looked around until a sarcastic voice was heard.

"Thanks for sharing big mouth." He said as he waved the remote in his left hand then he said something strange even for him. "Quick Spider-lad you get the deranged doctor and I'll take on the hairballs." He waited a while and then said in a tone of realization. "Oh wait I don't have a sidekick." As soon as he said that Spider-lad came out of his pack and stood in front of him.

"Great looks like we'll have another to deal with." Duck said to the others and he was grateful that these beasts haven't tried eating them. In fact the other fuz-z just stared at the duo and the Loonatics had a feeling that it wasn't because they matched. In an instant Spider-lad transformed without the use of candy.

'That explains why you weren't as active as the others, because you mastered the monster within.' He thought seriously before his comedian part turned itself on. 'Banner has to meet you.' He then noticed that the fuz-z that held his friends surrounded the two of them.

'What is Spider-lad waiting for?' Ace thought as he saw that this mutation was just standing there. Parker then realized that he still held the remote.

"I know that every grandmother in every world has copyrights on this phrase but I have to say it, 'Not now guys you'll spoil your dinner.'" As soon as he pressed the big red button some electrical current struck all of the fuz-z; well almost all of them.

"My babies." Zane yelled out as he watched as he watched his creatures return to their true form. Without his only line of defense he tried to run for it, but that idea was useless.

"Spider-lad, fetch." The wall-crawler said in a lazy tone and the behemoth jumped over to him and picked him up by the back of his coat.

"You can stop kicking, doc." Ace said to the doctor who was air-running trying to get away. He soon realized that he was going anywhere so he slowed down to a stop. As he was thinking of how this fuz-z was still transformed he heard Spider tell him something humiliating.

"Hey doc maybe I can put in a good word for you…maybe you could be." Zane quickly silenced the arachnid by yelling.

"I don't need your charity!?" This only confused the hero as he then began one of his bad jokes.

"Charity…yes; I think the police will enjoy my donation." That comment confused the Prof, but Parker was more than happy to clarify. "Don't strain your brain, Zane." He said and cocooned him in webbing, all but his head. "Lexi would you like to give him a parting gift." He asked the female rabbit who walked over to the still contained doctor.

"This is for almost turning me into monster food three times over." She gave him a hard punch knocking him out.

"Rev, do you care to make a delivery while we get these little guys home." Ace said to the roadrunner who didn't answer just took off with Zane on his shoulder.

"While he's doing that I'm going to that crack in the earth. I bet Spider-lad knows where it is." Spider said with a confident tone and the others had to agree that it did seem pretty sound.

"Well first you have to catch up with him." Lexi said and pointed over Parkers shoulder. When he turned around he saw Spider-lad walking off the same way Ace and the others came in.

"Hey, wait up, Spider-lad." He yelled out then leaped up and landed on top of Spider-lad's head. The others got into the jet and headed back to the spire for most of the other fuz-z.

"We'll get these guys once we have the container of the vac-jet." Ace said as they boarded their air worthy vehicle. As the rest of the team went to do so the spider duo was on the road.

'Spider-lad is definitely not like his mutated kin.' Parker thought as he watched his fuz-z obey everyone of the rules of the road. While the two of them were at a four-way intersection waiting for the light to change they both heard a familiar sound: a camera flash.

"Wow, Spider-Man must have tamed that monster." The man that took the picture said aloud.

'I knew that I missed something from my past life.' He thought before bending his body into different posses. 'Showing off to the camera is one skill that will never leave me.' Parker thought as more and more people took pictures of the duo. After a few hours the two made it to the outside of the city. "Now where is that fissure, Spider-lad?" He said to his mutated ally and as soon as he said that Spider-lad took off in a dead run toward the place where he remembered. As the creature was walking over to the spot they both heard the sound of an engine.

'Man, Spider-lad, got some distance.' Ace thought as he looked at the tame mutation and that is when he saw something weird. It was Spider-Man lying on Spider-lad's head and was waving right at them, so naturally they all did the same. The two of them made it to the spot about the same time and they went right to work. Tech set the vac on blow and sent most of the fuz-z back after a half hour or so most of them were gone; all but three that is. Duck and Lexi walked over to the edge of the fissure to say their last respects to their furry friends before they send them away.

"Time to go." Lexi said to her fuz-z, but naturally Zozo did not want to leave. The pink rabbit tried a something different. "Aw come on, you'll be happier down there: no deranged scientist to mess with you." That made Zozo very happy but the next part was a downer. "And no chocolate, let's hope."

"I salute you; you were a great soldier, Wonderfluff. I also fear you, but let's not go into that." Duck said as he gave his fuz-z a genuine salute. Then there was only one left: Spider-lad.

"I hate to say it but you have to go too." Parker started off and then he added his usual brand of comedy. "Maybe you guys can come back in ten years or so we'll just have to add a tag that says: no chocolate to this creature under penalty of law." If it was possible it seemed as though Spider-lad was smiling. He then stuck out its blue and black arm to Parker and kept it there for a moment. "Oh you want me to shake it, ok." The mutation did the same for the others and walked over to the ledge.

"I think he wants you to throw him in." Duck suggested and that really did sound like the right thing to do. He walked over and waited for him to change back which didn't take long. He picked him up and then spoke to him in a serious tone.

"Even if your kin accepts you don't let it go to your head remember: with great power there must also come great responsibility." That is what confused the others of how he could be serious one minute. "Also if someone tries this stunt do not kill them. As a fellow spider creature I urge you not to use the word kill. We don't kill we disable." He said humorously, and other times he could be a really big idiot. He then tossed Spider-lad into the fissure never to be seen again. Tech then activated a holographic display of Zadavia.

"Congratulations Loonatics thanks to your efforts Professor Zane's nefarious scheme has been shut down, take the rest of the day off. You deserve it, Zadavia out."

"You know, fuz-z are so over; I've already moved on to the next big thing. Take a look at this." Duck said and presented the others some sort of miniature circus. The object in question was strange,

"A look at what?" Lexi asked then the leader took a stab at what it was.

"Oh, a little hamster playhouse." Ace guessed at first glance, but Duck corrected him.

"No, it's a flea circus." Then Lexi had to disappoint him when she said.

"I don't see any fleas." Tech then inspected the base and announced his discovery to the others.

"Look there's a whole in the bottom." That upset the mallard even more as he asked the others in an annoyed tone.

"Oh great, so where are the fleas?" This time it was Peter's turn to talk and of course it had a small bit of humor.

"You'll find out in 3…2…1." He counted down and a little before one the mallard let out a painful yell.

"YEOW!?" This introduced another crack from the web-slinger.

"Let's hope the 10cents store is still open." The others nodded. He then turned to the jet and with a smile said aloud, "Since I did stop this one I think I deserve the front-seat." He was stopped by Ace.

"Sorry, Spider, but as the leader I get dibs on Shotgun." This deserved an angered rebuttal.

"Hey, I'm the unpredictable new member of the team, so I deserve it." As the two continued to argue Lexi calmly walked over and used their heads as a stepping stool to get to the top.

"Sorry, but you know what they say 'ladies first'." The pink furred rabbit stated smiling at the two of them which both of them stared at the other with a look that said, 'I blame you'. Eventually they all made it into the jet and headed home once there they went about their business except for Duck who was taking a flea bath and Peter who decided to turn in early.

"I'm glad that crisis is over." He mouthed as he took off his costume and slipped into a pair of black pajama pants. "Time for some well deserved shut-eye of my own." He muttered before falling asleep.

"You are going to need me more then the others." A voice said to the wall-crawler. Once again Peter finds himself on a New York rooftop talking to another version of himself.

"What do you mean? Who are you?" Parker asked looking around only to find darkness. He kept looking until he heard a clang; he spun around to see an armored version of his costume. It looked like his trademark costume except for blue there was black and instead of red there was silver the rest remained the same.

"My name is Armored Spider-Man, and as I said before you will need me more than the other costumes." He could still sense confusion from the red and blue hero so he tried to be more specific. "Let's just say that the others are only for luxury I am one of the few that will be an asset on the battlefield." He vanished just like Scarlet Spider did a few nights ago leaving an even more confused arachnid.

"Great just great, this can't go any worse. First it was the Scarlet Spider and now Armored Spider." Spider-Man said aloud before just forgetting it. "I'll worry about it later."


	5. Chapter 5

Spider-Man, and any other character are from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Chapter 5

Darkness is not my friend!

It was around midday, one week after the fuz-z incident, and the wall-crawler was in deep thought as he swung through the city. No, he wasn't thinking of Spider-lad, he was thinking of Armored Spider-Man. 'What did he mean by that asset comment?' Peter pondered but came up bone dry, 'Well no one seems to be in trouble, and so I better head home.' He added after another half hour of web-slinging. On his way back he drastically realized one major difference between New York and Acmetropolis. 'Aside from super villains this place has nothing to worry about.' He thought with a grin under that mask, but as soon as he fired off another web-line his old trusty Spider Sense went active. "I just had to jinx it." He muttered aloud but just like last time there was nothing wrong. "Am I losing my mind?" He almost yelled out but held his voice down. He ignored it and went straight home unaware of the ominous cloud that appeared out of nowhere.

"Go have some fun boys, but remember the hour of darkness has arrived." A woman in a solid black cloak said in a supped up blimp to several red hooded soldiers; who left by a hanger door. Their attack had begun: the red hooded raiders ran over the complex that they were at. The woman drifted down from their vessel and saw what they came after, "The Acmetropolis series five radar, boys, and now it's mine." The raiders armed with archaic weapons were able to chop the base and then they floated it back to their base. Their leader however was far from done; as she floated into the complex that controlled the stolen radar. Her appearance already struck fear into their hearts, but one of them asked her in a quivering voice.

"Who are you?" At first he received a cold laugh as a response but after she took off her hood and some form of goggles she answered the scared little man's question.

"I'm Black Velvet, darling, and I'll be taking over now." After she said that she joined the others in their floating fortress. Once the blimp vanished so did the strange cloud formation.

"What is wrong with my Spider Sense lately?" Peter thought aloud as he returned from his web-slinging. He entered the lounge area and nothing out of the ordinary. 'Slam gulping down watermelons, Ace and Lexi were talking, Tech meditating, and Duck talking on his cell.' Peter thought as he got a good look around.

"Hello Super Hero Costume Discount Warehouse, I've been trying to place an order. Hello?" Duck spoke into his phone but only heard Slam happily eating his watermelons. "Please Slam I am trying to hear." He said to his fellow teammate before he heard someone on the other end. "Oh there you are. I like to order the perforated suave in Robin's Egg Blue." He said to the operator who answered back.

"I'll check on your order sir, please hold." Once she said that he flipped from his position on the couch and landed beside the devil who was still eating.

"Just trying to Jazz things up a bit; add a bit more color to the costume. Stand out more in front of the boss lady." Duck said confidently to the hero which Slam answered with a mouthful of melon.

"Un-huh." With that he presented a mock smile. Duck knew that he was being ridiculed.

"Like you care." Duck said to the Tasmanian in a dry tone.

'I should have known that someone would be jealous of my magnificent fashion sense.' Peter thought as he strolled in even deeper into the lounge area.

"He's so into the mediating thing." Lexi said as she pointed to the brainiac of the team. Ace had to admit that he really was good at it.

"Ever since I showed him how to do it; nothin` disturbs him." He said to her and they both watched him continue.

"I tried mediating once myself." Peter said to them and the two had to have him go into details.

"So, how'd it go?" Ace asked and at first only received a shrug and then a standard web-head answer.

"I'm not quite sure, I think I fell asleep." That comment earned him a stare of confusion. Duck, who was not paying attention to the spider, was too busy messing with his cell phone.

"Hello…Hello…" Duck spoke into his phone and only received a busy signal and then he turned to complain to his partners. "This is ridicules: It's the 28th century. We have jetpacks, hovercrafts, computer synchronized latte makers, but I can't get a good cell signal on the 134th floor." As soon as he said that out of spite a really irritating sound came from his cell. This sound was enough to knock Tech out of his meditation.

"Duck shut that ringer off." He stated casually and Parker had to annoy the mallard his own way.

"Come on; don't tell me, you aren't a big fan of 'the out of tune bagpipe players and yodelers out of tune'." Peter said and Duck answered both of them.

"At least the ringer works the rest of its junk." The genius simply answered in a calm tone.

"Have some respect; I'm clearing my mind here." That made himself open from a verbal attack from Duck.

"Oh, please, you'd need a hazmat team to clear the junk in your head, Tech." Normally that would have ticked anyone off in New York, but the coyote simply ignored it. Duck's phone rang about that time again.

"Hello…Hello." Out of frustration he hung up and announced to the others, "I've had it! From now on I do things the old fashioned way." That earned Duck even more mocking from the others starting with Lexi.

"Yeah right Duck, no phone, no MP3 music blaster 5000." Ace was next one to criticize.

"And no high tech weapons?" The water fowl shooed their insults and replied while holding two of his eggs.

"Who needs them by bare hands are lethal weapons." That is when they heard some chuckling from the arachnid. "What's so funny?" He asked irritated, but then again Peter had a way to bother everyone.

"It's nothing, really." He knew that that wasn't the answer they were looking for. "The truth is most of my friends could live by what you said, Duck." That is when it occurred to them that no one knew who his friends are.

"So, what are your friends like?" Lexi asked and they were all expecting another short and sweet answer.

"Where do I start? I guess a good summery would be that they understand what its like to be a freak behind a mask. How it feels to have all this power and knowing full well of the burden it comes with; always being an outsider looking in, never being accepted for what you are, and always being ridiculed and scorned just for helping." They weren't expecting something that deep from a man that can only speak in insults. Tech finally spoke to the mallard.

"Anyways Duck, you couldn't go one low tech week without high tech stuff." His statement was not right to silence the fowl; as he had a comment of his own for the canine once he was done laughing.

"Well I'm not you Mr. Techno geek." That statement would have made any other man mad but the coyote calmly stood up with his finger tips touching.

"Make you a bet: if you can go one week then I'll pay for that cape, and if not you buy it for me." He said calmly as he stated the stakes of this competition; Duck only had one thing to add to that.

"I want the matching knee high boots." The coyote simply smiled.

"No problem." Those were his only words before they shook on it.

"You're on, mister." Duck said as they shook to make it a legit bet. Tech just had one last thing to add.

"By the way I'm a 13…wide." That only angered him and as soon as that was done Rev came in.

"Guys Zadavia wants to give us a mission and she sent me here to get you; so here I am and I think she wants you guys in there in about three minutes.

"Does he ever get his tongue tied?" Parker asked as they walked past the speedy talker.

"If he does then he must untie as soon as he gets it." Tech answered wondering of how many devices he could make to make Rev be silent. After a few moments the roadrunner realized that the others were already gone and he raced to the meeting room; only to find them already sitting down. He joined them and waited for Zadavia.

"Gather round Loonatics, we have a major crisis besides Duck's costume request begin the holographic imaging feed." The blonde said once she appeared to the team. Tech accessed a panel in front of him and the three monitors above them showed them a heist. "Moments ago, someone calling herself: Black Velvet stole the Acmetropolis series five radar system." As soon as she said that a realized thought occurred to the wall-crawler.

'So that is what my Spider Sense was reacting to. I should have followed it instead of heading back.' Then he heard Tech go into detail of what that radar did.

"That satellite directs all air and space traffic in and out of Acmetropolis." That news did not sit well with Lexi as she said disappointedly.

"So much for my weekend getaway to: Acmepulco." Naturally Zadavia had even worse news.

"I'm afraid it gets worse they also took the Acme super computer." Once again Tech went into detail on that object as well.

"That is one of the most advanced systems on the planet. I should know: I built it." Slam was impressed to hear such a thing but Duck wasn't; he had his mind on the bet that they made.

"See what happens when you rely on technology: utter chaos. I am so going to win this bet." That was one thing Zadavia didn't feel necessary or needed so she gave the duck a simple order.

"Duck…pay attention!" Hearing the hostility in her voice he decided it best to obey.

"Yes'm." He replied and they returned to the briefing.

"I'm uploading security footage now." Zadavia said and the monitors showed off the heist that happened when Spider-Man took a break. Ace needed better details on their opponents so he gave Tech a request.

"Get us a closer shot of those raiders Tech." After a few key strokes they could see the faces of the red hooded raiders.

"Done…" Tech said and saw what seemed to be wraith-raiders. "Most fascinating." Just then they all saw who they suspected as Black Velvet brush past the screen.

"Hubba-hubba! Hoo-Hoo-ba!" Slam said happily once he saw the villainess float by. Having a feeling of jealousy Lexi said to the others.

"She's not _that _pretty." Then it showed her taking off her hood and shades and that is when Ace had to disagree.

"No he's rights, she's hot." Now, glaring at her leader angrily she gave him an order that actually worried him.

"Keep your eyeballs in your head." Zadavia had to ruin the yellow rabbit's happy mood even further.

"Attractive or not: she's bad to the bone. You have to figure out what she's up to. Good luck Loonatics, Zadavia, out."

"Alrighty gang, let's jet." Ace said to the others, but when the transmission was terminated and while they were leaving Parker decided to take to the defensive.

"I don't know what you're talking about Ace. To me, we're working with two hotties that are hotter than Black Velvet." He placed his right hand on Lexi's left shoulder and added, "At least that's what I think." The one thing unseen was some of Lexi's fur becoming darker.

'At least one of them weren't roped in by Black Velvet's form.' The pink bunny thought and added when she found herself still blushing, 'I better stay focused, after all he was just being nice…right?' Once they reached the hanger all of them saw a new jet.

"I needed an excuse to try out my new jet." Tech said and they all boarded into the vehicle. Each of them took a monitor chair except for the seventh one which was simply there.

'I guess I'll take that one.' Parker thought; a bit hurt but he really wasn't too broken up about it. The thing took off pretty easy but there was something odd about Ace's direction.

"Uh…Ace? Aren't we going the wrong way." Lexi said, noticing the same as the spider that he was going the wrong way then she added, "The space port is east."

"Yeah but we're going where the action is." He replied telling that she was right and then he added why they were going in that direction. "Check out the skyline just like before the first attack." Tech knew what that place is where that evil cloud was stationed.

"That's right over the Acme tech university." Duck needed to say an insult knowing that both Tech and Peter could turn him into pressed duck.

"Which is the ancestral home for: geeks, dweeb, and brainiac nerds." The green member said, still in a relaxed tone.

"_I_ went to school there." Being the second or third member to use sarcasm Duck replied.

"There's a shocker." Beginning to feel annoyed by the mallards talking and wanting to get to the fight Ace asked to no one in particular.

"Does this puppy have a hyper drive?" He then pushed forward on the wheel and it accelerated. "I'll take that as a 'yes'." He said once they went faster to get to their dark opponent.

'Knowing Tech this is only first gear.' Parker thought as the vehicle went faster he then thought of something else, 'Nicky would want Tech to build 100 of these jets or at least Tony would want the specs.' Once they finally landed at the base of the building under a thundering cloud they were assaulted by darkness.

"Mommy!" Duck said and the ghost like raiders stepped forward and the fowl had to add, "Somebody turned out the light!" Thinking back to his crappy phone he added, "Failed again by technology."

"Tech, any thoughts, any suggestions?" Ace asked, as he himself could not see anything, so he hoped that his friend's brain could bail them out of this mess.

"Right now Rev's got to be our eyes." He answered knowing that his GPS ability will come good at a time like this. Naturally he was up to the challenge.

"No problem, with my GPS I got a lock on them." He began scanning and picked up a lot of them around Lexi's position. "Careful Lexi; you're surrounded." With that learned she beat them up with ease.

"Back off, boys." She stated as she dodged their attacks, threw them away, and kicked them out of her face.

"Contact coming 46 degrees, 47 degrees, 48 degrees." Rev informed and he watched as after a flurry of punches Lexi's opponents were down. Rev then aided the others starting with Spider-Man. "Watch out web-head you're…" He stopped as the web-head defeated his share of raiders without the roadrunners help so he moved to the next one: Slam. "Slam, they're right in front of you spin straight ahead." The devil smiled about that order and did so successfully knocking a few down. Parker was right in the line along with Tech. Rev noticed them a scotch too late as he said to Slam, "N-no Slam watch out." The crimson member already sensed it and leaped up.

'Damn I love having this Spider Sense.' He thought and watched as two of his teammates met head to head. 'Those guys are going to feel that one in the morning.' Once he landed his old trusty Spider Sense was telling him something worse was happening above them. 'Great she's here but we have to deal with her wraith-raiders.' He thought as he dodged an attack from behind. Indeed she was there and just like at the port she floated down to the right area of the university and blew a whole.

"The light wave illuminator; my plan is nearly complete." While she floated there a lot of her raiders were already there. "Take it away, boys." They did as she instructed and removed this device from its current owner so it could help their mistress. Back on the battlefield almost all of them were having a difficult problem fighting this opponent except for Rev and Spider-Man.

"I can't see them but I can smell them." Duck said as he backed up in hopes of attacking one and once his back touched his target he did so. "Hyah." He swung his arm but missed then he felt something grab his arms and heard a ticked off leader.

"Hyah, somewhere else, Duck." Ace said to the Duck that almost got him in the face.

"Sorry." He said looking down and then they all heard a voice that no one was familiar with.

"We got what we came for; crush them." It was Black Velvet looking down at the seemingly defenseless heroes. As she floated back to her base she added, "I see dark days ahead, Loonatics." In terms of her troops crushing them they took that order seriously; several of them chiseled away at the base of a building. After all of them left the Loonatics were baffled, but it didn't last long as they building they were working on began to topple. Slam yelled out something that sounded like: 'look out.'

"Loonatics, let's jet." Ace said and all of them ran off except for Spider-Man who made a slingshot and launched himself and then used a streetlight as a landing pad. He looked over his shoulder just in time to see Duck quack out but the others didn't as he heard Ace yell out, "Duck." The others thought of him trapped as well.

"Oh no." Lexi commented as most of them went to that area and Ace gave them the order that the others already knew.

"Dig him out." As soon as they started Duck appeared beside the debris unharmed.

"Woo-hoo missed me." He said casually as his friends were shooting him some angry looks, but their 'get back at Duck' moment was cut short when they heard Black Velvet's voice from above.

"Catch me if you can, Loonatics." That challenge given Ace gave the team a new order.

"Come on we can't lose her now." All of them raced to the jet and once inside they took flight and went after her. "Time to pop this balloon." The leader said as he flew them into that woman's cloud, but soon discovered that that might have been a bad move. He then tried to ask Tech who was using the scanner, "Picking up anything, Tech." He only had a pretty bad theory.

"They must have deployed some sort of cloaking device." That theory presented Ace tried to use their GPS system.

"Anything Rev?" The bird in question looked out the window and using his powers reported what he saw.

"No trace, no mark, no sign, no trail, no heat, no lick, no speck, no particle, no nothin`." As he said that Peter looked up and thought to himself.

'I wonder if I should tell them that they are right above us.' He then saw Tech take who still had on the monitor. 'I'll wait.' As soon as he thought that the soldiers in sphere form consumed the cockpit and as they did so he heard Ace make a joke.

"I hate being left in the dark." When they themselves were consumed by darkness Duck had a question to ask.

"Who turned out the lights?" Once he said that Parker could have sworn he heard one of them scream. Once the creatures headed back and the cockpit had light in it they realized that they were short one canine genius.

"Where did Tech go?" Ace asked as he saw that his station was empty. Lexi only looked up and after a slight gasp she told the others his location.

"Up there." The others watched as their friend was in one of the spheres floating into the ship with the rest of the warriors.

"I wonder if she charges for the mile or for the person." Peter asked making one of his usual jokes. Ace on the other hand decided to get his friend back.

"All right, Loonatics…she's got something to learn. You take one…you take us all." He said in a heroic tone and flew at the zeppelin. The speed creature finally had a lock on them and told the others.

"Ace, I'm picking something up; straight ahead." The leader acknowledged his friend's discovery.

"I see'im." They flew at them, but something wrong.

'That's weird why would she leave that cloud cover.' Peter thought as they continued on their way. They went into another cloud bank and as soon as they did three air crafts that you would see off of Star Wars came at them: lasers firing. 'This attack goes under the column known as: predictable.' Pete thought as Ace told the others of what to do.

"Three boogies at 12o'clock. Take evasive action." The three of them did not collide with the Loonatics, but instead scraped their ride.

"Watch it; I just gave this thing a base paint job." Spider yelled at them, the others knew that what he said was one of wisecracks, but they couldn't believe that he would try to make one at a time like this. Unfortunately, while the others were having a dogfight Tech had his own problems. He woke up to find himself in a darkened room; he was also strapped down to some sort of table. As he was examining his surroundings he heard a voice, a female voice.

"Welcome to my city in the sky. Isn't it gorgeous?" The woman was the one the Loonatics were after: Black Velvet. The odd thing was she seemed to be floating to the helpless scientist. She then explained the purpose of this mobile complex. "I built it for me and my shadow raiders. So we can live high in the sky." Tech decided to be a smart mouth himself.

"Beats the rock you crawled out from under." This villainess actually took offense to that comment and replied to the creature was supposed to me a genius.

"In case you haven't noticed I'm no common thief." She exposed a device that seemed to be a combination of a claw and cannon. She then went deeper into reason as she took off her hood "I'm not like everyone else thanks to the meteor that hit earth." She then took off her eye-ware and told the rest, "My eyes have been permanently scarred." The word 'scarred' echoed once after she said it. She was right; there was no color or anything of where her eyes should be. For a few moments Tech was caught off guard for a few moments before he found his tongue even though it was nothing like Peter's he did make another comment.

"And your brain has been permanently scrambled." That comment did not seem to faze her at all.

"I can no longer tolerate any light." She said as she turned her back to the scientist. "I have been forced to live here for far too long." She added which brought to remember of why her raiders brought him to her. "Which is why I need a scientist of your genius to help me." The last statement did not go over very well.

"Never going to happen, I know what you're doing." He said to her defiantly. Feeling smug Velvet asked him to go on while testing her canon.

"Oh, really; enlighten me." Not wanting to disappoint Tech explained her plan even though he had a feeling that she knew that he would figure it out.

"You'll use the Doppler radar to produce a curtain of darkness powered by pulses from the light wave eliminator blocking our sun and plunging Acmetropolis into permanently darkness." In the beginning he seemed angry but as he saw her with a devilish smile he knew that he was right and grew frightened. Velvet told him her reason for doing something this evil.

"I call it the shroud caster and soon everyone will suffer as I have." After that small rant she used a seductive side as she leaned against the table restraining the coyote and said to him. "But you forgotten the part where the industrious coyote builds it for me." Still angered that someone use tech to fill vengeful purposes he said to her.

"Keep dreaming hot stuff." This comment did not even matter to her as she playfully grabs his muzzle for a moment and told him.

"Not too many dogs can resist my charms Tech." She releases his muzzle and took a few steps back before adding, "'specially an overworked inventor that doesn't get out much." She aimed her cannon at the inventor but instead of harming him it did something far, far worse.

"WH—Wha—Wh. Not the face." He yelled out as he felt something wrong as he began to lose himself he heard Velvet's voice.

"Don't resist my shadow force, baby, as it enters your mind giving me complete control." As the vessel let the last word echo and the villainess felt his for a few seconds and when the scientist opened his eyes they looked just like hers. He let out a small groan as the table leveled off and the shackles were unlocked; instead of fighting he followed. "Now…how about you get to work? All right, baby?" She asked soothingly and she received a monotone response from her new friend.

"As you wish." The two of them left and as that went on the others were still in that dogfight.

"I just like to go on record and say that this flight stinks." Spider commented since it felt like hours since those creatures launched their attack. As Ace continued to evade them Lexi tried telling that this wasn't working.

"We can't shake these things." The oh-so optimistic mallard had to say to the others his opinion.

"We're doomed. Doomed!" Having enough cat and mouse routine Ace told the Tasmanian what to do.

"All right Slam, they leave us no choice. Prepare for maneuver 180." With a nice and easy evasive maneuver they were behind the enemy crafts. "Now Slam! Fire!" The devil creature smiled greatly as he pressed a big blue button launching three missiles at the opponents. There was one flaw to the plan.

"The attack fighters are heading back to the zeppelin." Lexi said which caused great fear to the others.

"Now the zeppelin is the target." Ace commented to no one in particular.

"But Tech's up there." Lexi stated out of concern for her friends. Feeling that it is his fault all Slam could say was.

"Oops." With confidence Ace said to them.

"Then we've got to stop those missiles…now." The jet was a few feet away from the projectiles and then they went into action. "We got to stop those missiles before they blow the zeppelin and Tech out of the sky." Ace said to the rest of his team. He first thought of a long range attack. "Can you Brain-Blast 'em Lex?"

"Not from here." She said in a dishearten tone. The leader then went with his second option. "Foist ones yours, Rev?!" Ace stated while opening the top and with great pleasure the speedy foul took flight.

"I am on it Ace." He flew straight at the closest one he could see. As they neared the second one Duck said with a touch of anger in his throat.

"Here's _my_ chance to rip on technology. The next one's mine." Allowing the mallard to try his luck Ace said to him.

"You got it, Duck." The rabbit flew so close to the rocket that Peter could count how many bolts were on the base. Duck looked through the windshield and began to estimate on when to make his move.

"Little bit closer, little bit more." He said as he tried to find the best place to start and then quacked to the surface. He ripped off a panel and tried to cross its wires. He began to mutter to himself as he did that. "Alright let's see. No, that's not it. Maybe this one? No, this isn't either. Maybe this one? That's not it either. Uh…" As he tried that tactic Rev was still flying over to his he said to a fast paced announcer style his moves.

"He's unflappable, unstoppable, unbelievable. He shoots…" He waited a while until after he kicked the rocket forcing its explosion prematurely to complete his statement. "He scores! Back to you, Charlie"

"Nice, Rev; hit the showers." Ace said while still going skyward feeling proud of what the speedster had done. As the neared the highest levels of the atmosphere he nervously chuckled and said to his fellow rabbit. "Hey-uh…looks like we're running out of sky, here, Lex." Taking that as her cue as she charged up a Brain Blast.

"On the count of three. 1…2…2 and a half…3!" She yelled out shooting a potent blast destroying yet another missile there was only one left: Duck's. As soon as it blew up the wall-crawler thought.

'Damn, I wanted to do that. Maybe then…No, you must stop thinking like that.' That thought was about come back but luckily he heard Ace praised her and then ask a question.

"Bull's eye, Lex." When the thing did blow it sent plenty of shockwaves in which knocked out Black Velvet's cloaking device. "All right, Lexi. You knocked out their cloaking." He said to her once he stabilized, he then asked a very important question, "Now where's Duck?" He looked to the left and then to the right, but when he looked up and saw the last missile he saw the mallard still messing with the wires.

"Insert tab B into flap C then cut wire D…" Duck said to himself not noticing the jet beneath him. Ace decided to get the foul out of there himself.

"Grab the wheel, Lex!" He ordered and then stood ready for the windshield, ready to leave. Lexi grabbed a hold of the wheel and strapped in. Once the shield was open he fore-flipped onto the tip of the ship while duck was still at work.

"Insert tab B into-oh where is the manual." About that time when he looked over his shoulder he saw Ace pull him away from the soon to be no more missile. "Hey I was figuring out how to fly that thing a few more seconds and…" He stopped because of two things: 1) Ace was smiling and that often meant something bad for him. 2) The missile he was working on exploded.

"Roasted Duck?" Ace said as he walked back inside while duck only groaned as he imagined of his innards raining down from the heavens. When the two of them went inside Ace walked over to the wheel. "Check the compartments. I'm sure Tech packed something just in case." He said and Lexi gave him something that looked like a box, but still asked him a question.

"In case of what?" Ace answered her while pressing a button on the device.

"The usual: mutant Vikings, giant fuzzballs." The box converted to a bazooka form. "The Ninjizer 500 and night vision goggles too." He said with a smile once Lexi had the craft directly underneath the zeppelin she opened the windshield. "Slam, time to do your thing." Ace directed and the purple devil leapt from their craft and ripped off a piece of the armor of the blimp; soon after they all leapt inside and were in complete darkness.

"Whoa, we're not in Kansas anymore." Lexi said as she looked around in awe at the floating city. Peter felt it was time for one of his jokes.

"Just remember guys that once we find her machine the shut off will be a big red button. Trust me it's always a big red button." The others didn't know if he was kidding or not so they went on with their game-plan.

"Activate night vision opticals." Ace ordered and four of them answered him in unison.

"Activated." Unlike the rest Spider's optics were slip-ons. As in they fit over his while lenses making them red…for the moment. The field leader was not done quit yet.

"Let's go crush some velvet." He said in a calm fashion. Unknown to them was that the brainwashed Tech along with Black Velvet were activating the Shroud Caster, but luckily Ace had a plan he just hoped that it worked. The team divided three ways: two to a group: Lexi and Spider, Slam and Rev, Duck and Ace.

"Piece of cake." Lexi commented as she saw her target: the light wave eliminator, but it was guarded by raider. Spider-Man who was clinging to the wall that Lexi was hiding behind.

"All we have to do is get pass them and reverse the polarity of that device while Ace is going up against Velvet. That seems fair." He said below his breath stating the later part with sarcasm. Unfortunately he forgot that this lady had sonic hearing.

"Quit complaining, or are you still miffed that I took care of the missile and not you." She did not receive an answer so she added, "Don't worry the next time we have to blow up a missile that one is all yours."

"Can it be a red and blue one?" He questioned and he actually he got a nod from the very attractive creature even though he had a feeling that she was probably fooling around with him. He then added to her, "Then let's go kick some raider ass…if they have them." The two of them went into fighting them while the devil was seen skulking over to the dish with the speed creature following him.

"Right behind you, Slam." Rev said as he stopped right behind his muscular friend. Just as the two were about to get to work several shadow raiders appeared around them. The rabbit and the mallard on the other hand went to the control room by cutting a whole through the glass with laser vision. The two of them saw the genius of the team typing away at a console.

"Hey, uh, Tech old pal. Let's make like an atom and split." Ace said the canine trying to make scientist humor but he saw that he did not stop typing so he tried again, "Tech?"

"He's not answering." Duck said after realizing that something was amiss and that is when they heard and saw their enemy: Black Velvet floating behind them.

"Tech only answers to me now. You boys are just in time to watch as we usher in the dark ages." She then opened her cloak unleashing several streams of dark energy which Ace countered with his optic blast. Once the energy clashed and the two attacks vanished Black Velvet said in a confident tone, "Ah-ah, not tonight, Loonatics." She unleashed a rapid shot function from her cannon luckily the two of them dodged it. After several dodges Ace counters with a barrage from his ninjizer, but she defended with her cloak. She fired a containment option but was only able to get the duck while Ace tried to attack with her defenses down, but she caught him off guard by shooting off a few beams from her cloak. He fell down beside Duck who was in some sort of sphere.

"Duck, maybe you can deal with her friends." He said to the mallard before going back into the fray. The mallard turned and saw a few shadow raiders heading straight for him.

"Righty-o, Ace." The water fowl said to his leader and began to run in place before charging at them while still in that sphere. "Strike!" He said proudly after knocking the invaders down like bowling pins. While he fought the bunny thought it best to check on his teams, progress: by com link.

"Guy's tell me you're ready." He said through the communicator on his arm hoping that they were. For a while he did not get a response but after a few seconds one of them responded: Lexi.

"I need another minute." She said while kicking some of the raiders away from her while her partner was webbing them up or giving them a swinging kick. She even gave one of them a devastating punch that he fell to his knees. "Take two aspirins and call me in the morning." She saw that a few of them were charging at her, but she picked up the goon that was having hard time breathing and threw him at her friend. Back at the command station Duck used one of his eggs and fired it which burst the bubble that held him.

"Miss Velvet your Shroud-Caster is ready." Tech said in his hypnotic tone which pleased the villainess greatly.

"Why thank you, baby." Velvet commented and continued to attack her slave's friends while Ace tried to get through the coyote.

"Tech, no!" He then dodged a barrage of green orbs from her cannon and after those failed attempts to blast the rabbit he seemed pretty confident. "Ha ha." He said in a confident tone thinking that her cannon was all out of trick, but she simply took off her hood and fired a green and black cord which made contact and slammed him into the wall. While he was down Velvet decided to give the coyote one last order.

"Activate the Shroud-Caster…now." That command given he slowly reached for the button that will put the woman's insane plane into action. Ace tried his luck again.

"Tech! Come on, Buddy boy! Wake up!" That attempt was still in vain and his finger continued to go for the button. After blaster a few more raiders away with his orbs Duck saw that the genius was still under that woman's spell.

"Wait. I can wake him." He said and pulled out his phone, forgetting all about the bet, and turned on its ringer; which had the usual effect on the canine.

"UGH! That annoying phone!" Tech said angrily finally snapping out of his trance; Ace grateful that his buddy is back on their side so he said aloud to his comrade.

"I could use a little help here, Tech." Hearing his friends plight, Tech helped out in the usual way.

"Activating night vision." He said and by using his powers pulled the gun that Ace dropped some time ago. He activated a different feature and fired a beam that seemed to have throwing stars in it at the rabbit: freeing him from his bondage. Not wanting to admit that she has basically lost she said to the others.

"Ha! Too little too late." While floating over to the console that Tech was just at. She then added, "Darkness was my curse now it will be yours Loonatics." She then pressed the button and watched as the machine powered up. As the mechanical devices followed with her plan and the radar fired the beam that was blanketing their city Rev and Slam could only gasp: not wanting to believe that this was how it was going to end. Down below there were a couple of civilians surprised at the sudden darkness.

"What happened to the light?" An elderly man asked a woman who looked to be in her 20's could only tell the elder of what she knew.

"I don't know. There've been power outs all over the city." While the blanket continued to expand the Loonatics continued to fight against the woman of darkness.

"Lexi, have you reversed the polarity?" He questioned who was still fighting against the raiders. Their primary objective was working keeping the arachnid and the rabbit away from the switch.

"Not yet, Ace." She answered after kicking a few more raiders and the only a few guarding it, but there was a lot more from behind her. The web-slinger landed beside her and faced the group of raiders.

"I'll handle them, you throw the switch." She nodded and ran over to the machine while Spider shot two web-lines on the ground and pulled back once he was ready he said to them, "Hey, guys at the sound of the thud it will be time…" He paused of what he was about to say as he released his foothold and launched himself at the cluster of thugs thus knocking them down before he continued, "For another line of work." He stood behind the collapsed goons and saw that his teammate was able to pull down the leaver.

"Got it." She said triumphantly to her leader. Once Slam saw that the beam has changed he turned the radar toward the zeppelin causing a chain reaction.

"My city of Darkness. No!" Velvet yelled out as she tried to conceal herself from the light with her cloak while her entire complex was being sucked into the light.

"I think it's time for us to get out of Dodge." Ace said to the team as he ran off followed by the others they boarded their ride and was able to escape the blast at the last second. When the others returned to the spire they relaxed in their own way. Rev was playing his seventh or eighth game of one man air hockey with Slam watching, Tech was in his lab working on some guns that will come in handy if someone invaded the tower, Lexi and Ace were playing pool, Duck was impatiently waiting for his delivery, and Spider-Man he was swinging around.

'Zadavia can sure handle returning a device pretty fast.' Peter thought as he checked out where Velvet acquired her tools and saw that they stood there as if they never were stolen. 'I guess I won't see any action this late.' He thought and headed off for the spire, but once he was there he saw a delivery truck standing there by the door. "Oh man, please tell me that we didn't get one of those 'you might have won a million dollars' envelop; if so keep it." The wall crawler said to the man in the red uniform after he landed on the roof of his truck.

"Nothing like that." The man said as he turned toward the arachnid holding a big brown box. "This package is from the Super Hero Costume Discount Warehouse." He stated and then gave Spider a clipboard, "Sign here, please." He waited as the web-spinner wrote down his name.

"This must be the cape and boots one of my friends ordered." Parker said to the man and handed the clipboard back. "Thanks." He added after landing beside the man who nodded and drove away. After watching the man drive off he thought aloud of what to do next, "I better give this to Du—wait a minute I know what to do with this." He then walked inside and began to climb through the vent system.

"These guns are right up Slam's alley." The coyote said with a grin as he looked at his completed guns for the tornado user. He was reveling in his genius until he heard the vent cover in his lab began to open and there was one person that was dumb enough to use the vents for transport. What's up, Pete?" The canine genius said and then turned around to see that he was dropping a packing through the whole by his webbing. "What's this?" He questioned before seeing the address and smirked; he looked up and saw Spider's head in the hole.

"Ace told the rest of us how you stopped listening to the queen of darkness, so I think that this belongs to you." The wall-crawler explained and crawled away having a feeling that Tech was going to enjoy his gloating moment. After he was done crawling around the vents he found himself just outside the lounging room. He entered that his friends were doing the usual.

"Rev Runner fights for the saucer, but Rev beats him to it. He lays it into the corner…but picked up by Rev Runner. Another tricky shot…but not quite tricky enough. Rev shoots. Saved by Rev Runner. Looks like rev really came to play. He shoots, he scores! And the crowd goes wild." Rev yelled out as he played another game of air hockey, at least that's what Peter that is was, and Slam cheered for his friend. The mallard was a man on a mission as he walked over to Ace who broke into another pool game with Lexi.

"Has anybody seen Tech? I think he has something he wants to say to me." He asked the rabbits and if on cue they heard a cape fluttering and saw the person wearing it.

"Thanks. I went ahead and ordered them. Nice, huh? Their sending you the bill." He stated smugly as he pulled the cape inward. The fowl did not understand as he decided to protest with him.

"But—but those are mine! You were supposed to buy those for me!" The rabbits had to disagree with him, and the best one to do that was Ace.

"You used your phone duck, we all saw ya." The water fowl tried to come out the winner of the bet.

"But I—I only used it to save him. If not for me he would still be 'what ever you say oh velvety one.'" That protest was in vain as Lexi walked over to him and calmly said.

"A bets a bet." Before anymore was said Zadavia decided to congratulate the heroes.

"Good work, Loonatics." She started in an enthusiastic tone and continued. "Despite Black Velvet's disappearing act. The Shroud-Caster has been dismantled and all the parts have been returned." She then turned to the green member and saw his upgrade. "Oh my Tech, don't you look heroic."

"Why, thank you, Zadavia." Tech said, feeling proud that he received some praise from their boss.

"Very impressive, indeed." She added and heard the mallard create a rebuttal.

"But—but…" Nothing came out after that and so she took her leave.

"Zadavia, out." Duck walked over to where the hologram once was after finding his tongue.

"Wait, come back. I picked out the cape and the matching boots. Im the heroic one; be impressed with me." He cried out the last part, but he received no sympathy from his team.

"Maybe you can call her back on your cell phone." Lexi said and put her hand to her head in phone fashion and the other rabbit added a sad but true fact.

"If you can get a signal." The fowl had it he turned around and said a phrase that has been in his family for generations.

"You know you're all despicable." Once he said that Peter decided to say something so the night won't be a total waste.

"Speaking of that cell phone let me see it for a moment." He said and without receiving an answer he grabbed the phone and went ahead with his plan.

"`Scuse me." Duck said but Peter ignored him and continued working. Luckily his belt had the tools that he needed, since he often carried the tools that he checked his shooters with.

"Just give me a second." He said without turning around after a few moments he turned around and said to the others, "There; that should take care of the ring tone problem." He handed the mallard his phone, but Danger was a little skeptical of whether to press it or not, luckily his friends chose for him.

"Go ahead and start it up, Duck." Ace demanded, the orange member pressed for his ringer and boy were they in for a surprise as the ringer was a song:

'Spider-Man, Spider-Man does what ever a spider can. Spins a web any size; catch a thief just like flies. Look out; here come the Spider-Man! Is he strong, listen bud he's got radioactive blood. Can he swing from a thread, take a look over head. Hey man, there goes the Spider-Man. In the chill of night at the scene of a crime like a streak of light he arrives just in time. Spider-Man, Spider-Man friendly neighborhood Spider-Man welcome fame he's ignored action is his reward. To him life is a great big bang up where there's a hang up you'll find the Spider-Man!'

"Well, what do you guys think?" Spider questioned hoping for a good response, but he only received blank stares. Duck was the first one to speak.

"Man that was—`` His rant was cut short as Ace interrupted him as did the others.

"Incredible!" Tech was the next one to compliment.

"Sure was, an excellent way of summing up of your powers and why thugs should be afraid of you." He nodded and then he said to all of them in a stunned speech.

"Do you really mean it?" He received five head nods which surprised him greatly. "That's amazing not a lot of people praise my work." The others seemed rather surprised by that since he really has proven quit useful in battle. "Johnny is going to love knowing that others…" He stopped soon after he said one of his old friend's names. The others did not know why he did so. "If you guys don't mind I think I'll need to use the washer tomorrow because this suit hasn't seen water since last time I fell into the Hudson." Another comment that confused his team, but Rev quickly recovered.

"I'll take care of that right now." It a spin cycle of red his costume was taken off faster than his Spider Sense could tell. When the runner left the room the only thing that he had were his boxers, his web-shooters, and his belt. Embarrassment, genuine embarrassment was the first thing that Peter felt as he stood there.

"You know I think I should go to bed, bye." Peter said and ran off into his room as the others just watched him run. As he ran off Ace said aloud to the others…

"What was that about?" The others did not know the answer themselves, but Tech had an idea of what it was.

"I think it has to deal with the fact that that person 'Johnny' and that place 'Hudson' are in his world and he...well misses them." That definitely sounded logical, but they would have to ask him what his deal was in the morning. Peter on the other hand was in his room putting on his pajama pants, put his shooters and belt away, and went to bed.

"I seriously hope Lexi doesn't have a photographic memory." He muttered aloud as he drifted off to sleep. As he dreamt he found himself in New York again; another quiet night to boot. He looked around for another Spider-Man but for a few moments saw nothing for a few moments.

"I see that I was expected." A voice said to him from out of no where. After a few moments the figure revealed himself to Peter. "The name is Dusk and as you have guessed my main ability is stealth." Peter just stared at the solid black suit which that is what it was: solid black. "Just like the armor I to will be used for battle rather than leisure." The shadows enveloped Dusk again and the wall-crawler was left alone on a roof in a city that hates him and thought he left behind.


	6. Chapter 6

Spider-Man is from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Chapter 6

Weather girl's wrath

"Another night, another weird costume appearing saying I need to build it." He said as he decided to get some chow. As he was searching for some bread he thought deeper into that dream. 'Maybe I should tell the others about these dreams.' After sifting through some strange types of bread such as sesame seed bread he finally found a piece of traditional white bread. 'Maybe I shouldn't after all Duck still doesn't like it that I am wearing a two color costume.' He tried using their toaster but the piece of bread that he used was chard to a crisp. "Looks like it's another cold one for Breakfast." He muttered dissatisfied before walking to the fridge and grabbed a Root Beer. He drank his beverage fairly quickly and noticed his suit clean and pressed on the table. 'Wow, Rev even got that stubborn tomato sauce stain from when Talon challenged me to pizza eating contest; it was a good thing that Broadway wasn't there he would have won hands down.' He thought as he put on his costume then headed over to his room to get his belt and shooters. As soon as he put them on he heard some banging. "I thought I was the only one awake." He muttered aloud when he was about to put on his mask.

"Hey, Pete, you going out for some web-slinging." Tech asked as he noticed a figure clinging to his wall. The coyote was putting some finishing touches on a new vehicle, which of course the paint job was black.

"Yeah, planning on it by the way two questions pal." The genius put away his socket wrench and turned toward the arachnid.

"What's up?" Is all that he said and waited for a response which he didn't need to wait a long time.

"1.) what is that thing? And 2) why don't we ever try a different color other than black?" Those questions that he asked only made the canine smile. The web-slinger definitely was funny at times and the genius really did like to toot his own horn.

"Simple questions the name is the porta-lab. As for your second question I don't know how others would react if we painted one of my babies: red and blue, I mean it's simply…" Tech dropped what he was about to say when he remembered what Peter's colors were. "Have I mentioned that you have great fashion sense?" He recited with a weak smile.

"Nice recovery, see ya." Parker said to his fellow big brain and flipped into the vents, but before he left completely his voice asked the machine maker one last thing. "Where's the cape?"

"In cold storage to where not even Duck can get to it, and I'll only wear it on special occasion." The sentence that he just said antagonized Spider-Man's annoying sense of humor.

"Oh, I get it. Your going to save it until we run into Black Velvet again, aren't ya?" He questioned, and he saw Tech's fur deepen with red as he stuttered out.

"I have no idea what you're talking about." Before another word was said Tech remotely closed the door and went back to work. Peter dismissed his friend's reaction and continued to walk over to the hanger; when he opened the door for another day of web slinging he thought to himself.

'Even if Tech wasn't under mind control he would still follow her requests as would the others. Not I, to me, Lexi definitely has an even hotter body then the Zadavia wannabe.' At the end of that thought he added, 'Careful, you already lost a pretty face because of your heart; _don't _let it happen again.' He took off for his morning slinging and as he was deep in his swinging he noticed that the sky was looking mildly annoyed. 'This is a good reason if Storm or Thor came with me.' He thought in a joking matter before becoming seriously depressed. While thinking back whenever he met the two in question he failed to realize that he swung over a news van.

"All right Misty we're going live. Is' everything ready?" A cameraman questioned a teal haired weather girl as their boss was coming out of their van with the day's script. As he was making a few front page changes and while Misty was watching a female assistant came to them with a liquid beverage.

"Here's your coffee tube, Misty." The assistant said innocently handing the weather girl her drink. Once she took it the assistant tried to give her an idea that she had been working on, "You know I was thinking. You should do a piece on barometric pressure."

"That's absurd." The green haired woman said after snatching the tube out of her aids hand. She was looking over a pack of paper that an African American with yellow glasses gave to her so she did not see the shocked expressions of her assistant.

"What – barometric pressure." She questioned, her somewhat sweet voice was quickly cut short by her boss' harsh, unforgiving tone.

"That you were thinking! I'm Misty Breeze, honey: 'I' do the weather…you…uh…you bring the coffee." The arrogant one said before looking at the papers. The man that was there left fearing that a catfight may ensue. Sure enough something was going to go down since the assistant was tittering on being truly ticked.

"Boy, this is gonna be a big one." The black man said as he looked at the sky before heading to their van. That was the same thought for Spider-Man who was standing on a roof trying to figure out where to go next that was until the Com link under his mask spoke.

"Web-head need your help with something." Tech said to him; thinking it was urgent decided to hightail it over there.

"No worries Tech, I'm on my way." He answered back and decided to swing back home, since he did it back in New York. Before firing a line he went with a running start. Back at the site there was a heated argument between assistant and director.

"You said if I told her my idea you'd back me up." The assistant said with a miffed expression on her face. The director who was getting an updated script heard her, turned to her, and decided to tell her why he did not.

"Oh, come on, Paula: you can't be on air. You're too young; you're inexperienced and let's just say…' Those she allowed to pass, but it was the past part that really helped her anger along. "The camera loves you – when you're behind it."

"What!?" She said within a startled gasp. As the camera man was giving his instrument a once over he noticed that the wind had picked up, but he almost could have sworn he heard a voice that said, "No one appreciates me!" That sudden change in the weather caused the man in the van to fall in surprise causing the papers on one of the consoles to blow everywhere.

"Misty's script ohh she's gonna." The man didn't have time to complete his statement as he heard the diva's voice from outside.

"Where's my script?!" He turned and saw the inconsiderate woman standing beside the assistant still with the coffee tube in hand. "I need my script, Rob!" She yelled at him, forcing him to put the papers he held up as some sort of shield. "I can't make up the weather ya know." She continued to rant to her employer. He looked at the papers he held for some sort of salvation from her mouth. Speaking of mouth that was where she poured her drink before spitting it back out. "This is cold you twit." She yelled at her assistant before pouring over the young woman's head and even added insult to injury, "You are absolutely worthless."

'I'll know more about the weather than you'll ever know.' Pam thought, and like last time another force of nature happened: a small cloud appeared over Misty's head and started to pour down a medium rain.

"What was that?" Rob questioned, and looked into the stormy heavens for an answer. As he was doing so he was unaware of cruel sneer Paula had or the unimportant statement from Misty.

"My hair." She then walked away from the three. All of them were unaware of the creature that saw that last bit.

"Portable rain clouds; Next thing you know this town will start selling sunlight in a bottle." He said, thinking that the cloud was like the Fuz-z, a fad. He then went back to swinging where Tech's signal was coming from.

"We're on in thirty; try to lose that cloud in the meantime." Rob yelled back at the diva that was leaving.

"Let me do it." Paula asked with a smile to the director, who of course was against the idea of an 'unattractive' direct the weather.

"No, Paula you..." He said back, caring more for his rating than her chance. The problem was that Paula was pretty swift in terms of a way around his 'no'.

"What other choice do you have?" The man had to admit that her question was right: there was no other choice. He gave it a little thought and smiled thinking that maybe this was good, a new face would boost up their rating better than Misty. The three of them got set up and as he said they were ready in thirty minutes.

"Ok, we're going on in 3…2…1." The cameraman said making the sign of three, two, and when it came to one he pointed at the young stand-in. Paula was pleased at this – that she will finally get a shot at television.

"This is Paula Haze and I'm standing in City Hall plaza where a giant storm is brewing over Acmetropolis." She said to the camera with confidence in her tone. The video man pointed the camera over to the purple clouds for a moment before pointing it to Paula so she could continue, "There thunder, lightning, and dangerously high winds." After she said the last part the wind picked up – almost as if the weather was following her lead. The gust was so powerful that it did a variety of things: tip over the camera (which was caught), shake their van, and topple over a statue. Paula stared up at the circling clouds and the purple lightning that was near the eye of the maelstrom. One of those bolts slammed onto Paula who, with an ear-splitting scream fell to her knees; trying to let her body adjust to what happened.

"Paula!" Rob yelled in alarm and rushed to see if she was alright. That was also when she screamed again, and her body went into a fetal position while barely hovering over the ground; a dark aura with a purple barrier had formed around her while she was off the ground.

"What is she doing?" Misty said, not seeing and not caring what was happening to the assistant. She mainly focused on the fact that the camera wasn't on her. "Cut, stop taping!" She yelled while pushing over the camera guy and added while pointing her thumb to herself, "I'M MISTY BREEZE! I DO THE WEATHER!" Her rambling, if she had anything left was cut short when some laughter was heard.

"There's a change in the air Misty, because I AM THE WEATHER!" The voice was Paula who was loving of what just happened to her. She was loving the rush of power so much that after one spin from full height and a scream she created two cyclones and fired them at the diva – Misty Breeze. "Sorry, Misty, but your program is canceled." Paula said with evil glee. "They said I couldn't be on the air; well I AM NOW!" She leapt into the eye of the storm and began laughing at the final pieces of transformation.

"Man, I thought I'd never get here." The web-spinner muttered as he saw three of his friends at a communication building. He leapt over to their roof and saw the problem that they asked for – a downed satellite.

"What kept ya bug-face?" Ace questioned the arachnid, since he knew that he could usually get to a chosen spot in no time with his webbing. The truth was that Ace was already expecting one of his usual comical statements.

"Are you kidding me? It's hard moving against 'this' heavy wind; so I went old school of getting here." He answered back with a hidden smirk. This answer surprised him because that it held some truth to it, but he did not know what he meant by: old school.

'Must have taken a bus.' The leader concluded not knowing that 'old school' meant Tick style. Tech remained on task as he said to the others.

"If you guys haven't noticed we do have a satellite to fix." The arachnid saw it and was about to figure it out, but the canine's voice already beat him to it. "Slam will lift it then you two will then hold it for Ace to finish the job." That is when the purple bruiser got to work and lifted up the dish.

'The people below have to be freaking out.' Spider-Man thought, since he knew how people reacted to a storm – mystical or space based. He then saw his friend forcing the dish off of the edge and to the side that it broke from. With a grunt of effort the Tasmanian lifted up the dish to the base, "Better get to work." He said while leaping to the other half and held it with his adhesive powers. After the broken halves were brought together the green genius gave the word.

"That's it: Now!" He gave the word while looking at something that looked like his version of a PDA. Ace then took his cue and welded the two halves together.

"There we go; that oughta keep duck from complainin`." He said once he was done blasting away at the metal. He turned to Tech who had his own sly remark to say to the two of them.

"That's it: we're done. Now was that so hard?" He said with folded arms to open arms and the arachnid and the fuzzy strength of the team was pleased because even with a tag-team effort that device was indeed heavy. As Spider-Man jumped off of his spot he noticed that Slam was taking a breather at the ledge of the roof, but he sensed nothing wrong.

"Thanks a lot Slam." Duck said while opening a small door that led to the roof; which was where Slam was wiping off some sweat. He then added, "Just in time to miss my favorite TV personality of all time – Misty Breeze." The three heroes could careless of that as they went over to the edge to see if he grabbed something.

"Duck!" Ace yelled out, trying to tell his friend what had just happened.

"What!" The mallard said back to him, not caring what they were doing. The arachnid was grateful that his friend was not street pizza.

"I break more nails picking up after you." Lexi said as she held the devil's back and Rev held the lower side as he ran up the building. Once the three of them made it to the surface Slam grumbled out something that the wall-crawler could only guess meant.

"You sorry duck, be thankful we're friends or you'd be duck pasta." This fell on deaf ears as Duck answer casually.

"Such language." He then quacked away to a different spot of roof. The white eyed one looked over to the pink member of their team and began thinking.

'Ok, my Spider Sense can only work for me, but Lexi did make a great save. She is one shell of a woman.' The thought was cut short from his stubborn side, 'Stop that, you lost one love; DON'T LOSE ANOTHER.' As he was thinking he heard a woman scream. He then watched a green haired woman land in the same dish that they just fixed. She looked down and was either amazed at the fall going down or of the six animals and one 'human' staring at her.

"Misty Breeze." Duck said as the bug could have sworn that the duck's eyes turned into hearts. Even though the woman may have seen that as well she didn't act like it.

"Don't just stand there, you dolts, get me outta here." She yelled down to the two before releasing the center piece of the dish. Before Peter could pull off his usual hero bit Duck beat him to it as he ported to just the right spot and caught her.

"I'm your biggest fan: Danger Duck at your service, hot stuff." He then let his idol stand on her own two feet. After going into a pose with her right hand in her hair and the other on her hip she casually said in a diva tone.

"Thank you. Don't get too close." The team took that as their cue to see just where she flew, but Spider-Man had a feeling that they were only trying to get some distance between them and her.

"Misty and her crew were broadcasting from City Hall Plaza." Ace said as the six jetted off and Spider-Man swung behind them. As they were on their way Parker was in disbelief over the location that they were going to.

'Odd I didn't see any problems when I swung over there, and didn't see anything.' He thought as he continued to follow them, "Guess, I should have thought something when I saw that low cloud." He murmured under his breath. He then heard the bird try to defend that spoiled harpy.

"I just don't get it. Who would ever want to hurt the lovely Misty Breeze." It was obvious that the duck was looking for some support for his idol, but got nothing in return except a ticked answer from the female of the group.

"Anyone who has ever met her." It startled the arachnid of how even her angered comment was.

'Mental note: stay on her good side.' He thought to make sure that he got the gist never to upset her. Before his heart could give him a different thought he was interrupted by Danger who believed of what he said was true.

"Jealous." While they were on route the boss-woman showed up on the screens that they passed; Zadavia already had the insight of their mission, but did not want to give away any details.

"Loonatics, we're receiving reports about a mysterious weather phenomenon is materializing all over the planet." She said to the others with that aurora borealis background. Spider-Man, who did not have his pack clung to the building behind his friends; Ace gave it a moment of thought before stating his point.

"Say Zadavia, isn't monitoring the weather mor of a job for…" The rabbit's statement was cut short thanks to the fan-boy of the team: Danger Duck.

"Misty Breeze." The leader of the team ignored the enthusiasm of the mallard and answered the hare's statement.

"Not this kind of weather. You better move fast, Loonatics, Zadavia out." As soon as she said that the screens went blank while the seven headed in the specified direction. The group got there and took a look around, and the first thing that they saw was a downed van which they checked out first.

"I got this one, Slam." Spider said, thumbing to himself. The devil allowed it and he went to work. Thanks to his Spider strength he had the potential to lift between 800 pounds and 25 tons. Almost as soon as it was overhead the side door opened and a green outfitted man fell out.

"Whoa, Sorry about dropping you like that buddy." He said after seeing the man at his boots. Obviously the guy went through something bad since he was doing some babbling.

"Paula…assistant…the script…Misty…wet hair…crazy weather…storm…Misty gone." He said, adding a hysteric laugh at crazy weather and stood on his hands to finish his statement. While Spider held the ride up Ace snuck in behind him and decided to get more information.

"I'm gonna need some mo` words pal. Got any voibs?" He questioned, but he got his answer in a different style then he wanted.

"Here's one: Look." Lexi said while pointing up at the clouded sky. Within a sphere was a woman that did not like the arrival of the city's best heroes since her voice was truly angry.

"No stealing MY thunder, Loonatics." She yelled out and with a display of aerial thunder she added, "BACK OFF." Spider, had by now put the van down and the man that fell out was now focused. He saw the person and decided to fill them in on which one that may be.

"That's her." The others looked down and saw the fear in his eyes. The woman descended onto one of the taller buildings and decided to show them her powers.

"Cloud creatures put these heroes in a fog." She yelled out, and several purple puffy – red eyed creatures formed around them. The group was a little caught off guard except for Tech, who was amazed by this mysterious power.

"Amazing." Ace watched as one of the creatures formed over his right shoulder and said to the others.

"Was this in the forecast?" As six out of the seven got into a defensive stance, but Duck was not afraid of what was going on around him. He looked at the Anti-Misty Breeze and said in a sarcastic fashion.

"Ooh, scary clouds; what are you going to do: stop us from getting a tan." The cloudian that was in front of him did not like the fowls attitude so it gave a reason to fear him and his friends. As it's hand crushed around the ducks body he said with wide eyes, "Maybe stop us from breathing." He then was yanked off the ground. The others did not make a move they were wanting the Loonatics to make the opening attack.

"Okay, chief, what's the plan?" Tech said as he stared down his cloud. The rabbit got ready and gave his team the go ahead.

"Kick some cloud." He then tried kicking it in the head; with no success. While making a landing the creature grabbed the rabbits leg and showed him that the attack meant nothing: as its head grew back. The method of how the head came back reminded him of an old friend; he then heard Ace yell to the creature, "Hey, watch the foot – it's lucky." The creature's grip was lost as Slam came up and bit its arm off.

'I have a feeling she is not going to like that.' Parker thought as he stayed on the evasive, and he was right since the bubble-woman moved her hands and a different cloudian football tackled the running purple devil. 'Knew it.' He thought before landing on a streetlight and saw Rev running around in circles and talking at the same time.

"Here's something you don't see on a sunny day. I could be wrong, but it looks like they're alive. How's that possible – clouds are only for making rain not causing terror in the heart of a city." The runner said in his mach speed kind of voice. The cloud was able to keep up with its moves and with one punch to the ground he tumbled out of control.

"Good reflexes for a bunch of hot air." The web-slinger stated while jumping out of the way of another cloud. While in the air he tried to double kick the thing's head, but received a 'light' punch. He then decided to try a different tactic.

"Here's a present for you: via duck mail." The orange one yelled to the one that still held him as he created an egg, swirled it around, and through it. The bad thing was that these things did not have a true solid mass so even their special attacks were useless.

"Let's pump up the clouds and bring in the fog." The blue face woman said as she noticed that her creatures had the upper hand. The fog obeyed her and flowed down the building she stood and filled the battlefield in no time.

"Yoo-hoo, puffy boy?" Lexi questioned after dodging the creatures attacks until she lost visual. While scanning around she was struck in the back; it did not do anything serious since she turned back to him and still seemed centered, "Ahh, there you are." Spider-Man relied on his Spider sense and his reflexes since this fog was messing with his eyes.

"Haven't tried my web-shooters on these things; guess it's worth a shot." Spider whispered before sensing an attack, he leapt up and fired a stream of his trademark substance. As expected it went through the beast, but he did feel it hit something. 'Whatever I just snagged may help.' He thought and pulled, but on the other end was not a solution.

"You pulled me by my tail because why?" The thing that he pulled was Lexi who stood up and was glaring at him. Fearing that she was going to Brain Blast him he decided to make an excuse.

"Oh, man, my shooters are acting up; there must be too much moisture in the air." He said in a rush before adding, "Well, better get back to the fight." He then ran deep into the stationary fog.

'He did say that this stuff was bio-degradable.' She thought, and decided to harm him after this. Being done feeling like a piñata, since the creature re-captured him with the other arm, he used his laser vision and blasted the arm. While falling he used it on the main body, but it went through and hit one of his friend's in the tailbone.

"Yaa-haa ha how." Tech yelled out while holding his but since he was the unfortunate member at the end of the attack. Hearing that noise the field leader thought it best to apologize instantly for that.

"Oops, very sorry there, Tech." After he said that the red member of the team ran to his side and told him that there was a slight problem of facing these things.

"Ace, my internal radar can't distinguish between what's a creature and plain old fog, and it's getting pretty hard to avoid their gri—ack!" Rev said before he was grabbed by one of the creatures in question and pulled away. Now, really fed up with these guys he glanced over at a certain member of the team with a determined look in his eyes.

"What do you say we help him out, Slam." The cyclone maker was being held down by both hands of one of the creatures, but he was still able to answer.

"You bet." He said after some gagging. He created his tornado body which took care of the fog illusion. With the fog gone the yellow one was able to see one of the cloudian, but he simply dodged and let Slam body-check into it: sending it flying.

"Slam – 1, Cloud – none." Ace said after seeing what just happened. The problem was that he was not the only one watching: Weathervane was too, and she did not like what she saw.

"Clouds of thunder destroy them!" She ordered after a short scream. The devil went about his business while Lexi after jumping behind a fire hydrant an idea hit her. She charged up and let loose a Brain Blast which took out the hydrant and the water entered the creature she was facing.

"Clouds absorb water. And to think I only got a 'B' in Science." She said to her boss in a happy fashion; proud that her theory worked. The thing only increased in size, and despite the surprised look on the cloudian's face Ace did not like where this was going.

"That's real great, Lexi, but do you really want to make 'em bigger." He said to her with a raised eyebrow, and watched the enemy simply formed a basic cloud and started raining.

"Whoa." Lexi said, watching the end result happen as the creature evaporated after its drizzle. The others saw it, but none were more impressed than Rev Runner who ran up to the two rabbits and began to talk.

"Cool! I wanna try that! I wanna try that! I wanna try that! Here I go!" He said while running in place and clapping his hands at the same time before running to the pond under the clock tower. As he ran there one of the minions saw this and followed him. Rev made one turn then stayed in place while kicking water onto the creature and just like its friend this one also evaporated after raining. Ace ran over to a water spouting statue and blasted it with his optics. Once it was turned into ruble, the creature evaporated with the usual roar of pain.

"And me without my slicker." He said with a smirk.

'There's four left, but this should help.' Spider-Man thought while dodging. He ran over to another fire hydrant except unlike Lexi he stood on top of it. 'This will defenitly be dumb luck if this works.' He thought and fired three web-lines on the hydrant he stood on. The three closed in and right when they all had their hands raised he leaped up and with all his strength pulled the caps off. The three absorbed the water and Spider-Man was left to putting the caps back on. Duck was taking care of the last one, the same one that grabbed when they were first brought forth.

"Water egg, pray for water egg; water egg," Duck said while bringing an egg to his hand and shoving it in the creatures mouth. The lackey did as the others did, but it was not the liquid that Danger asked for, but he was still pleased. "Orange Juice will do the trick too." Really not liking how that went the villainess shot duck while yelling a simple statement.

"Pesky duck." Slam caught Duck just by presenting his arms. The group glared at the woman on the building. She then, like most villains, started her rambling to the heroes, "You may have won this round Loonatics, but I'M the star here." She turned to the frightened cameraman who she took after she giving herself a new look. "Keep that camera pointed at ME!" She then looked down and continued, "I've got breaking news. Here me, Acmetropolis, I am Weathervane, and tonight there is a 100% chance of destruction." The sky provided some serious lightning bolts and with a gesture they all started hitting the ground. She laughed happily as they eight tried to dodge two of the bolts, but she was far from done. "Here's a newsflash for you, Loonatics, and it's a real shock!" She said and pressed her fingertips to her bubble forcing one of the bigger bolts to come down at their heads.

'We're toast.' Peter thought since he had a feeling that not even his reflexes were going to save him, but the genius of the team came prepared. He pressed a button near the shoulder of his pack to produce a rod.

"Ahh ha ha ha ha Ahh." The coyote shouted in pain, and all that remained was the pack. The group circled around it and Ace was the first to speak.

"Nice lighting rod, Tech. That definitely is going to earn you some vacation time." He said with his right index finger pointed upward. Tech reformed himself and decided to ask a simple and much needed question.

"Can I take it right now?" He was hoping he would say yes, but somehow he doubted it.

"Well let me think about it: yes, no, yes—NO!" The Loonatics all looked up at the manipulator, seeing if she had anything left.

"All the elements are at MY command!" She started to tell them and quickly continued, "I don't need to report the story I AM the story." The woman then laughed and said to the cameraman, "Make sure you get this. It'll make everyone forget about Misty Breeze." The wall-crawler heard that, but almost could not believe that she was doing this out of petty vengeance. He then turned to Duck who had long since got off of Slam and had an expression that seemed to say, 'she's nuts.'

"Forget about Misty Breeze. I'd sooner forget…well, what's-her-name here." He said motioning to the pink rabbit who took serious offense to that remark.

'I thought I was dead for webbing her tail, but I know she is going to hurt Duck first.' Spider thought before looking up at Weathervane who seemed to be cooking up something else.

"Time for you to be gone with the wind." She created a BIG tornado that sucked up all but one.

"I just love the fact that I can walk through a tornado." He said, knowing that the twister was muffling his voice. He then turned to the cyclone and was about to save them until he saw three of them free themselves. The first was Ace who grabbed the base of a streetlight and eased himself onto the concrete, Slam was next who was flung into the base of a stone tower.

"Yeow!" The devil said in alarm, and duck was the third who tried quacking out of there, but all he did was quack into a nearby television set.

"Look mommy, I'm on TV." He said with his beak pressing into the glass. The other three members were still caught in that twister. Ace had a plan of dealing with this obstacle.

"Your on, Slam." He said, and the purple one prepped for his spin and then really made it a good one. While he was proving that he could make a tougher twister one of the victims spoke.

"Ace! Help!" It was Lexi and just as soon as she said that a grappling hook landed on her: butt. He then pulled her out of there, she landed on the ground pretty hard, but she was alright. "Thanks." She said to him after 'oof'. Parker saw that and felt a bit bad, but he dismissed it when he heard another voice in the cyclone.

"Not liking this!" This time the voice was Rev. Out of instinct Spider fired off two web-lines, one from each wrist, and he was able to snag Teach and Rev's ankles. He pulled them both out. Ace saw this and said to the arachnid.

"I was going to save them next." The hero shrugged in return before giving him a proper answer.

"I got impatient." They all, including the duck who quacked out of the flat screen, watched as Slam directed the twister into a construction site. As soon as it hit Weathervane's wind attack was gone and Slam was left feeling a little dizzy. Everyone cheered for what he had done, and he rose both arms as a way of saying, 'That's right, I won.'

"They defeated my clouds, my lightning, my tornado, but can they handle them all at once." Weathervane said angrily before summoning up something truly bad. "I release all of the elements upon you, Acmetropolis." She added while staying within the cloud formation. The first thing that happened was a whole mess of lightning over head that destroyed stone structures such as buildings and monorail tracks. Once the rail was gone she gave the people a direct order, "Bring me Misty Breeze or start building an ark!"

"Move it Loonatics!" Ace said as the group headed to the lake side monorail. Parker was able to keep up, but he had little idea what his powers could do about this kind of crash. The people within that metal monster were screaming in panic while hoping that something good was heading their way. "Come on gang, let's get that monorail!" Ace said once the group got there they all got to work: Slam – using his tornado legs pushed the car that was hanging upwards. Tech – using his magnetic powers held the rest of the train while Slam carried it across. Ace and Lexi – used brain blasts and optic blasts to deal with some of the ruble in the way, and once the train was on the other side it took both the backside of Slam and the front of Spider-Man to stop it.

"Man that hurt!" Exclaimed Spider as he and the Tasmanian were trying to cool off their feet. While those two were praying that they did not have blisters the size of Duck's ego Ace decided to open up the door and see if the people were alright.

"Who ordered the Acme Heroes?" He questioned and got praise as an answer for his question. As the group was about to leave web-spinner heard a strange comment from one of the passengers.

"Oh, I knew his Great-Great-Great grandfather." This statement did not seem right to him since the time period was later than three or so generations, but he chalked it up to the lady of being senile.

'How am I going to follow them?' He thought while watching the rabbits leave, and that is when he heard a whistle. He looked up and it was Slam, "Good ol` Slam." He muttered before firing a line at him which he caught and carried him off. The Loonatics made it back to city hall plaza, all facing the same building that they believed the villainess was still there.

"Box her in! One of us on each side. Go!" Ace said to the others when the group saw her bubble, and they all charged at the building with Spider-Man scaling the tower as fast as he could. There was a problem with is strategy already. "Ok Weathervane, your forecast calls for…" Ace said feeling confident of what he was about to finish with, but he didn't get the chance.

"Aah! Don't hurt me!" The cameraman said waving his hand at Ace, pleading that the two didn't pummel him.

"Ahh, I didn't get to finish my line." He said with a tone of disappointment, but decided that maybe he knew something about this latest villain so he asked, "Where'd she go."

"I don't know. She just flew up and vanished." He answered back while advancing the leader. After that conversation they all left him to see if there was anything they could do. As always the team trusted the radar with opposable thumbs who was hovering over the city seeing if he could find anymore danger; while the arachnid did it his own way.

"Hey, Rev. Does your radar show anybody else in danger?" Ace questioned their eye in the sky once he got close enough.

"Well a lot of wet people, but no one in danger unless you count soggy underwear danger." He answered back while looking over his shoulder and then saw that Spider-Man was talking to others to see if they needed help, but they calmly declined.

"We should evacuate the area." Ace said to the others, but that order only brought up a variety of questions.

"The whole area? Why?" Lexi asked questionably to the leader who decided to give her an answer while staring at the ocean.

"I got a little feeling, something big is coming." Ace's view of the sea was interrupted by the devil flying in front of him. When the big guy was floating there a familiar rainbow stayed in front of them and behind him.

"Suspicions confirmed, Ace." The woman was the true founder of their team with her blonde hair flowing upward.

"Zadavia." Slam said while looking over his right shoulder. Now aware that they all were listening she decided to inform the others just what was going on.

"There's an unnatural energy source brewing with intensity 35 miles off the Acmetropolis coast. All efforts to contain Weathervane have failed." She said to them before vanishing. The animal heroes were about to leave until they realized that Spider-Man, who was on a local building left, still does not have his pack, so he could not follow.

"Love to come with you guys, but I need my…" He stopped talking when he noticed that Rev was not there in the sky anymore. This, in a way, did not surprise him since he glanced over to his left and saw the speed creature holding his pack. "Thanks." He said and the group flew off to this weather mistress.

"With all this water we could sure use a duck." Lexi pointed off once the six were over the water. The others could not have agreed more, but it was Ace that spoke an answer.

"Yeah, where is Duck?" The fact was that Danger Duck got his hands on one of Tech rocket powered surfboards, which he made two weeks back, and was following the bubble. Naturally, he was taking the 'make everyone forget Misty Breeze' thing a little too far. "Duck, where are you?" Ace said through their com link.

"I'm on a personal mission." He answered back to the leader and that is not what he wanted to hear.

"Personal? Listen Duck we don't do…" Ace said starting to try to reason with him, but Duck cut off the transmission. He then turned his attention on the hater of his idol and began speaking, "Anyone who insults Misty Breeze insults Danger Duck." The mallard notices that the villainess had stopped over the ocean; he was so focused on avenging Misty that he failed to notice the clouds above her were creating an eye. He stopped his ride and pointed an accusing finger while stating, "Excuse me, bubblehead, but as Misty Breeze biggest fan, I'm going to have to ask you to apologize to her: right now!" That one name made Weathervane loose her temper once again.

"Misty Breeze?!" She then pressed her hands to her bubble and yelled out one other thing, "She is nothing compared to me!" She then fired two pillars of water into the ocean.

"Well, somebody has an ego." He said with a chuckle before seeing a tidal wave, which was caused by the weather witch's attack, Seeing the wave the water fowl added, "And a temper! Yaah!" He then went into the water, but he quickly corrected himself and flew out.

"I am queen of the elements, a weather goddess!" Weathervane said, ending in a laugh, but was interrupted by the return of Danger Duck. As a counter move he kicked her bubble with a grunt and she added a short scream of surprise.

"Did you see that coming Misty HATER?" He questioned the now really teed off woman.

"You again?" She demanded while still keeping her voice neutral.

"No one insults Misty Breeze or you answer to the vice president and founding member of her international fan club!" He yelled back while shaking his left fist at her.

"I answer to no one because I…" She said back, but was interrupted by the duck once again.

"Excuse me miss partly cloudy, you had your moment I'm trying to expound here!" He said back, but failed to realize that he was not helping the problem tiny tad.

"I've heard enough!" She yelled and in a big smoke screen: a black dragon with magenta eyes appeared.

"Now, there's something you don't see everyday." He said aloud with the fire against Misty's attacker gone from his voice. The other six members finally got there, but instead of seeing the villain of the day they say a ticked off dragon.

"Duck, what are you doing? Where's Weathervane?" Lexi questioned the duck on their way there, and that is when she got their answer.

"I hope that's not her? Ace said looking at the beast, but he had a gut feeling that the beast was their target. As they all stared at the dragon Parker could have sworn he heard laughter before the roar, but he could have been wrong. The first thing that the dragon did was shoot out purple lightning in order for the Loonatics to clear a path for it.

"Seriously who ever heard of a dragon spurting out purple lightning?" Spider-Man questioned to relieve some of the attention, but was ignored which got him a little down.

"The dragon's heading back to Acmetropolis." The pink one informed, and the seven flew after it. The first thing that was struck was a concrete building and then a dock with two terrified fishermen; luckily they were able to get off the dock with nothing more than soiled jumpsuits.

'Didn't I see that off of a monster movie?' Spider thought to himself before watching the creature go deeper into the city; still shooting lightning everywhere. The next thing to really feel its wrath was a metal tower which fell, and would have hurt someone if it wasn't for Tech who flew right where it was supposed to land and turned it into a ball with his powers. He then tried throwing his new weapon, but the dragon merely sucked it up and roared at him.

"Oh ho ho ho!" He said before flying off. The yellow rabbit with one foot on the ledge of the building he was standing on just watched the beast, and he also saw what the genius tried.

"A busted hydrant is not going to take that thing out." Lexi said once she flew up beside her boss. Spider-Man landed on the building and walked over to the ledge; where he got there he heard his leader ask a simple question.

"Hey, uh, Tech; I don't suppose you would have a really big hairdryer?" Ace questioned the green one who was to his left.

"If you're thinking of evaporating THAT thing. It will take a hairdryer, oh, a mile wide." He answered back while stretching his arm to an estimated amount. That was not the answer he was looking for.

"Nah, nah, nah. Hey, Rev, any idea where we can find the hottest spot within 100 miles?" He questioned the red one who was to his upper right.

"Oh, baby, do I have I fiery hotspot for you guys. This is gonna burn the hair off you if you get too close. Man this place is scotching!" He answered back enthusiastically, and in the time he said all that Slam, who was to the left of Ace, and Duck, who was in front of Ace heard that news too.

"Got it. We just need some bait." Tech said while pointing to Rev, approving of the area, and that just left one easy question of 'who is the bait.'

"Why's everybody looking at me?" Danger questioned before adding something else, "Let me guess…me again."

"Why not, Duck, I mean look how well you look to Weathervane." The wall-crawler said while pointing over at the dragon. There were a few hidden snickers about that, but duck turned his beak up at that statement. Slam, Lexi, Ace, and Spider-Man traveled by pack and Tech traveled by porta-lab to said island.

"This gonna work." Ace questioned the coyote, and was praying for an easy answer.

"If the lava charges n sync with the timing mechanism there should be enough combustion to…" Tech said, simply answering the field leader with his own lingo, but was cut shot by Ace who said a different sentence.

"English, Tech?" He answered it with fewer words this time.

"Yeah, it should go boom." The four liked that answer better, even though Peter liked someone that smart around. As the five were landing the yellow hare asked a different question – one that was kind of important.

"That all we needed." He said first and then added, "And that will activate the volcano?" He questioned, and did not like the answer once they touched down.

"Your guess is as good as mine." Lexi said to the others, and right when Tech opened the hatch the island shook.

"Misty predicted the weather, not nightmare!" Duck yelled to the dragon as he was being pulled by Rev. "Well look at the mighty storm dragon acting big and superior." He added while still water skiing. "Let me tell you something dragon lady Misty still number one in my charts!" For this statement he put his right hand to his chest. When that was said the dragon shot off basketball shaped hail which Rev saw and evaded with ease. Danger still felt like opening that beak in the process, "Oh ho! Missed me! Whoo-hoo. Missed me again! And again!" When the attack had stopped he decided to press his luck, "Whoa, bad aim!" After he said that the dragon was right beside him: staring at him. "Is that as fast as you can go? You're such a sad excuse for a monster much less a weather girl! Ho ho, pathetic!" Rev then kept going as fast as he could go hoping that the others had everything in place.

"Who ordered the volcano starter?" Spider-Man questioned as he hoisted the bomb overhead. He then looked to the others for directions.

"Right over there, web-slinger." Tech said while pointing over to a section of sand. He put it down on the ground and once he stood up he saw Slam to his left, Tech to his left, Lexi to his left. The green machine maker told them his plan and the unlucky one for this mission, "Slam can withstand the heat better than any of us." He showed them all a, 'what did you just say' look. Tech continued while pointing to the target, "Take this to the volcano and when I say now…push this red button and throw it into the volcano. Got that? Now."

"Yeaah." Slam responded and did what he was told which may not have been a good move. As soon as his finger was mere inches from touching the said button the female and the canine shouted his name in unison.

"Slam." The problem was that it was already too late. He had pressed the button activating a computer voice instantly.

"Detonation in 30 seconds." This truly aggravated the genius as he said back to the brute while slamming a hand to his face for a moment.

"Not now NOW, now LATER." He said and after hearing that, Slam tried to make good.

"Later?" He questioned before pulling the button out. Once that was done he smiled to the others. The sad thing was that the counter was still going.

"17…16…15"

"Just get it up there - NOW." Ordered Ace, since neither him or the others wanted to decorate the palm trees around them. Angrily the devil picked up the device with his eyes glowing babbling something angrily which the loner guessed it meant.

'Next time be clearer of what you meant.' While he made his way up there the two had made it to the island with Duck still talking.

"You want Misty, you bag of wind? Catch me!" He said and this time he got some commentary from his ride.

"Yeah Duck! Woo-hoo!" Rev said in celebration, and in this time Slam had made it to the base of the mountain. It didn't take him long to reach the top since he used his cyclone legs. When he got to the hole he could feel the heat, and he knew the coyote was right he could stand it…for a while. After shielding his face for a moment the Tasmanian threw it with the digital tone still talking.

"10…9…" This time Rev was tearing up dirt as he continued carrying Duck behind him. While getting there the mallard was slammed in the face by a leaf filled tree branch. Danger saw the volcano and released the bar and stopped at the edge, waiting for the dragon.

"4…3…" Duck decided that he stayed there long enough and quacked away with a laugh.

"Chance of explosion…100%!" Duck exclaimed once he quacked a safe distance away. The lava did as Tech guessed it went through the dragon, which was still able to fire some lightning before going boom, and the flowing aftermath forced the Loonatics to get off that island, but not without a casualty.

"Oh! My porta-lab, I just built it." The egghead said with a surprised gasp of where the molten material was headed.

"Forget the porta-lab, Tech. Let's jet!" Ace said, not really feeling sympathy to the mechanic.

"My precious porta-lab – destroyed! No!" He yelled out for the others to hear while they made their getaway. "It never harmed anyone!" He added dramatically after hearing a couple more explosions which he new was his latest toy.

"Wow…he really needs to get out more." The yellow rabbit said in disbelief that his old friend would care that much for a hunk of steel. The team was able to make it back to the city and the first stop they made was the 'Acme News' van for a certain purpose.

"I'm picking up Zadavia's signal." Lexi said and with that the team landed beside it. They all saw that the same cameraman was finishing of checking his gear.

"There are no traces left of the storm dragon." The blonde said when her face appeared on the screen on the side of the van. She continued to give them some strange news, "Whatever happened to Weathervane remains a mystery. We can only assume she escaped." While Zadavia was talking Misty came out and heard the female voice; the seven looked at her, but listened to their boss. "Good job, Loonatics. Zadavia…" Her transmission was cut short by missed who clicked the off button and practically demanded.

"Who is this? I'm the only pretty face on this channel." Despite everything she was still a pain and Duck was still head over heels.

"Misty, this is my chance." He said while looking at her dreamily.

"In 3…2…" The camera man started with his hand in the may, but the diva pushed it aside and began talking.

"This is Misty Breeze, and the massive storm front that battered Acmetropollis has finally come to an end. I for one am…" She was interrupted by her obsessed fan. He giggled at her and decided to stop for the moment despite having a beautiful background that showed that she was right. "Cut! Can I help you?"

"Ah, yes, it's me Duck! Remember your number one fan!" He said proudly to her.

"Uh-huh." She said back annoyed.

"I was just wondering if you'd sign a few things." He said which he knew just what for her to write on.

"Ok, just make it quick." She answered back and thought it would only be one, two things tops.

"Here's your fan club picture." He said giving her a picture of herself with a red background. She signed it with an 'uh-huh'. Then item number two, "Your official weather cookbook." That one got a higher response.

"Hey." Her tone was difference and the web-head could have sworn he saw a genuine smile, but it didn't last.

"Your commutative beach towel." This time she groaned if frustration. This third one she had to ask.

"What else!"

"Oh, uh…this inflatable beach ball." He said to her, and after she signed it she had to ask a dumb question.

"How many more of these things do you have?" She will soon be horrified once she finds out what 'a few things' means to Danger Duck.

"Not much." He said and that is when his idol sees a dump tuck dump all of her junk, but he continued to talk, "Just all your posters, all your books, your discarded chewing gum, your eighth grade report card…" He had to stop a while so he and Misty could come to the surface. It wasn't the underwear on her head driving her up the wall, but Danger Duck who was still going on, "All the shaky snow globes with you wearing that tiny parka…just the essentials." As he was digging for the next thing for a signature his dream girl has had it.

"Enough!" She yelled out, not wanting to see those snow globes ever again. The other members saw this and did nothing to help her.

"Maybe we should leave the two lovebirds alone." Ace said to the others, and the other five followed his lead.

"Next, your limited edition sweat-sock set. I wear them everyday." Duck said while holding the footwear in question; Misty rested an elbow on her junk and groaned in response.

"Rev take my pack, I'm going to go check on something." Spider-Man commented and gave the red one his jetpack. The others were a little curious of why, but he already knew that much, "Don't worry guys, it's nothing bad; just need to clean the cobwebs."

"Sure thing doc; we need to handle a few things at HQ, anyways." Ace said back and the six took off while the web-spinner went a different way. The 'whatever happened to Weathervane remains a mystery' part that Zadavia told them did not sit well with the arachnid, so he headed to the closest area that the dragon attacked.

"Maybe she had really disappeared." He whispered once he made it to the edge and was looking at the ruble that used to be a building. "I should probably head back home." He said after a few more minutes of searching for the weather witch. He spent a few minutes of watching the waves he heard his com link beep. "Spider here, what's up?" He said after activating it.

"Mind heading back to the base, we have something` for ya." Ace said into the earpiece, and for a moment the slinger thought he heard snickering in the background.

"Right, be right there, bunny." He answered back and turned it off. He stood up and was about to go until something caught his eye: a washed up body, but it was wearing black. "Weathervane." He said in alarm at the face down woman. He was grateful of meeting Beast for the tips of checking vitals. "She's alright, just exhausted; guess making that dragon took it out of her." He muttered as he picked her up – bridal style. 'Guess I'm hoofin' it.' He thought as he ran over to one of the buildings and continued to run on the side of it; he then carefully did Tick jumps until he made it to the police station.

"Whe-where am I?" The blue faced woman asked before realizing that she was being held. She saw that it was Spider-Man and then she looked to her left and saw the police station.

"You've come too; don't worry those guys down there will take care of you." He said to her in a calm and soothing manner. She almost blushed until she got her high horse attitude back.

"I DON'T NEED ANYONE'S HELP. I AM THE COMANDER OF THE ELEMENTS." She shouted with only half, if at best, the strength then before. She shrugged it off.

"You also endangered hundreds of lives in your petty act of vengeance." He answered back before firing a web-line. "Now hang on tight." He then jumped from the ledge and she instinctively wrapped her arms around his neck as they landed right on the stump. "It'll be alright." He whispered to her once she stood by his side.

"It's Weathervane!" An officer said in alarm once exiting the doors.

"Easy chief, I'm taking her end." Peter answered back before entering the building. A man with a solid black beard and a peak, for a human, build walked over to the crimson warrior.

"I am Commissioner Arthur Oliver. I see that you have, Weathervane, Spider-Man." He said once he met the two. Parker handed the woman over to the bearded one.

"She's all yours, but try to take it easy on her after all she was around Misty Breeze." He said while heading over to the door. It was then and there that the man and the others who heard that understood why she was angry. The hero glanced over his shoulder to look at the building and he was reminded of two gargoyle allies and one vampire lover.

"Spider, where are you? Didn't you get Ace's message." Lexi screamed into his earpiece without him even noticing a beeping sound.

"Sorry, just had to finish a king sized Root Beer, but I'm on my way." He answered back and once he made sure the piece was off he turned to the boys in blue, "Don't tell them, and let it be a secret." He said before heading back on course. He as grateful that the station was a couple of blocks away from the spire, and he also knew that this station was for trials and for transport station nothing more. He made it to home in halfway decent time, to save on time he fired a line as high as it would go and then did a gym rope exercise. "Made it." He muttered once he made it into the sphere, glad that one of the lounge room's window was open. He saw all the lights were off so he turned on a homing beacon ability that was on his ear and followed up to the meeting room.

"There's something we got to tell you, bug face." Ace said as he swiveled his chair from back to front, to face the hero. Spider-Man saw that all, including Duck who had a stamper that seemed to have 'Misty Breeze on it, was there as well.

"Don't tell me: a TV studio actually signed Danger for a TV show." He questioned in that usual sense of humor.

"Not exactly, and before you say anything else it has to deal with the team." He said in a semi-serious tone. He got up off the chair and walked over to the wall-crawler; the others followed his lead. He noticed that the pink bunny had a box in hand. The six surrounded him which got him on his guard.

'If that thing has restraints in it I'm webbing these guys so bad it will take a year before they would be able to be peeled off the ceiling.' He thought and then saw that Lexi had taken the cover off and Ace had put his hands in the box.

"You can't be a proper Loonatic…without the right gear." The hare said before and after pulling out a Loonatic uniform. He noticed the triangle color: Blue.

"Why blue?" Peter questioned, not minding the color just wondering of all the colors why that one.

"Rev has one of your main colors and Slam has the combination of the colors so that left blue." Tech said to the latest addition. Peter took it in his hand before looking at all of them.

"Thanks guys." He said in an honest tone, which he was. This was the first team that wanted him and did not have a loophole of why he couldn't join. He then left the room. "I'll be right back guys, but I think it's best that I change somewhere else." He said with his head poking from the doorway.

"Like I would even do that." Lexi said while crossing her arms, showing how angry he made her. With noting better to do they waited for him to come back. In truth they did not have to wait long since he knew how to dress in a hurry, and the best way to tell them he was done when he screamed. "Peter." She said in surprise and the team all ran over to him and Rev was the one that head butted the slinger.

"What's wrong, Peter?" The canine questioned after seeing that he was wearing his costume.

"The thing that's wrong is that my face went blue." He answered back after getting to his feet and shaking away the stars in his eyes. The others looked at him as though he had gone nuts. "What's with the staring?" He questioned as he nearly glared at them.

"Zadavia designed the suits to change our fur or feather in accordance to the color we wear." Tech explained and five of them took off their masks to show their true colors; Duck didn't want to.

"Why should we show him? He may tell the bad guys who we are." He stated in his whiny tone. The others couldn't believe him.

"Look Duck, everyone knows who we are and he's been with us for a while now." The field leader said to the duck and after a while Danger took off his too. Ace then turned his attention to the blue member, "See, your ok just blue, but why the surprised look?"

"Maybe because I've never seen ANY of you guys without your uniforms and in casual look." He answered back, and after hearing that the others could understand. "No worries; let's just get some z's." He said and headed off to his room. Duck glared angrily at the newest member and despite not looking at the mallard he knew why: a big blue spider logo on his back. The others followed his lead and went to their quarters too.


	7. Chapter 7

Spider-Man, and other characters are from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Chapter 7

Going underground!

"Time to put on the old trusty Spidey jammes." Peter said after he got out of bed. He walked over to his closet opened it, and saw both: his Spider suit and his new Loonatic suit. 'How did it get there; I thought I was wearing it.' He thought in a nanosecond after seeing it, and that is another thought was added, 'Right I didn't want to sleep in it so I hung it up.' As he was standing there in a white sleeveless shirt with blue boxer shorts trying to decide which suit to wear the solo female animal of the team headed over to his room.

"Hey web-head, the guys are wanting some Chinese want to give me a hand with the pick-up." She said to him while feeling a tad embarrassed seeing a human in his underwear. He turned away from his two piece selection and saw her.

"Sure. After all I do need an excuse to break in my team costume, right." He said to her and got a nod as the answer. Lexi thought it best to shut the door since almost all heroes were in the buff when they put on their hero threads. After three minutes he walked out, wearing the Loonatic costume. The two of them started walking and as they walked he decided to ask a very useless question, "Why me and not someone like Danger Duck?" She could have sworn that there was some jealousy in his question but she let that pass.

"Please, Duck is too busy idolizing over his Misty Breeze collection to be troubled by little things such as food." When they reached their launch-pad the web-head had to offer his opinion.

"What do you think your doing, bunny-girl?" He question after she had a hand on her pack.

"Using my pack to get to New Chinatown." She answered back to the arachnid in an, isn't it obvious tone. With a shake of the head he answered back to her.

"Nah. We'll use another method." He raised his right arm and smiled. In that moment she understood what he meant. The two of them headed over to the edge and he looked at her. "Grab on to my back and hang on tight." He said while thumbing over to his shoulder. She did as she was offered and wrapped her arms around his neck and her legs around his waist; he then leapt out of the sphere and began swinging.

"This is amazing." She said in complete awe as she watched the ground below. The rest did use jet packs for flight, but this had its own amazement to it. She then heard the sounds of the town that they were wanting and saw the lights and decorations. With one last strand of webbing the two made it to the ground.

"Cool enough for ya." He said to he with a confident smirk as he glanced over at the rabbit for an answer.

"That definitely was interesting." She answered back to him and added, "Maybe Tech should add those shooters to our suits too. He was about to answer back with a, follow the trend, but she pointed over to a nearby restaurant. "Over there." The two then entered that selected food place.

"Alright Lexi, we have the food can we head over to H.Q. now." Spider-Man said after the two of them got out with several small take-out boxes. He looked to the rabbit for an answer on a good reply.

"Chill Spider; it isn't a trip downtown without getting a little take-out." She said back with a smile on her pink fur. Parker knew full well that the China shop specializing in strange dishes and that is when his sense of humor struck again.

"Frankly I get bad vibes around places that serve BBQ Tarantula in Tabasco sauce as a Supper meal. If anyone starts drooling you're going to have to find another web-slingin' ride home." He said to her and he saw her roll her eyes at his statement.

"Whoa. Here comes Duck's girlfriend." Lexi said, changing the subject in hopes of making the spider not come up with another joke. He turned into the direction and saw a green and yellow dragon costume roll on past them.

"Geeze, and here I thought I was the comic comment maker." He said back to here before listening to the crown while watching a juggler and a purple dragon. There was an unknown sound that caught his friend's attention.

"Shh! Did you hear something?" She questioned after tapping into her super-human hearing power. He looked at her and just raised an eyebrow to that question.

"No offence, but how can I hear anything over this racket. I mean you'd need superhuman hearing just to…" He drifted from his comment when he turned and saw that she sported a smug smile and that is when the knowing of who had what came to mind, "I knew that." He muttered under his breath.

"Come on let's check it out." She said and started to walk over to the source of the sound. Spider once again had to use his sense of humor again.

"Hold it, cottontail." He started, which she actually stopped at that comment so he decided to continue, "Ace is the field boss-man of us seven, but right now I would just like to say: I want be the leader." The last part came out as a mock whine which she had to smile about. He started to walk until a shake occurred, but that didn't matter since his sticking power even worked on the ground but he was still hit with another box. "Remember my comment about the Tabasco?" He questioned to her.

"Yeah." She answered simply and then she saw what he was getting at, and almost busted a gut.

"I like to change it to Orange sauce." He stood there slightly depressed hunch, bummed that he dropped the food when some was flung onto him. He was so down that his powers did not save him when another shock happened so he ended up stumbling around the sidewalk; he was grateful that his Spider reflexes were keeping him from bumping into people; since he was blind he did not know the crack in the ground that was beginning to form. The downside was that it did not save him from being attacked by a run away cart and slammed a second time, but the quake stopped soon after that.

Aren't you saucy?" She said after walking over to him. She once again tried not to laugh out loud of his appearance. The good news was that Spider-Man knew how to use anything to his bad jokes.

"I am pretty tasty, but Marinara tastes way better on me." He said while scraping some of the extra sauce with his finger and tasted it. Another rumble but with his powers Spider just moved with the earth.

"Aftershock!" She said with a wide eyed expression. She then began to be lowered; this allowed Spider to play the part of the idiot.

"Oh no, I'm turning into a giant." He said now with both hands on his head. She did not find it funny so she was able to answer him back all calm like.

"You keep dreaming, bug." Even with the ground growing up she was still able to see a few things such as another cart heading for her partner. "Incoming!" She shouted while pointing behind him. The spider saw what it was and knew right away how to deal with it.

"Not this time." He said while putting his hand on the edge and jumping down to meet up with her. He then ducked, for the food, since the ground was at the point that the cart could treat his head as a speed-bump. The two of them looked up and saw that the small section of city was still going up.

"What's wrong with this picture?" Lexi questioned her friend before another carry out was dropped on his head. Parker lifted the container off of his head and was still in disbelief over what was happening.

"Either this Mushu Pork has messed up my eyes or downtown is sinking to a whole new low." He answered back, in hopes of making her laugh or at the very least make her less freaked. Unknown to them that once the section of city made it to the top in caved into the new mountain. One of the buildings that were buried soon was broken into by a short bald man.

"The Jade Serpent, at last!" He said after reaching a solid green rock with a dragon design on it. "Get ready, Acmetropolis there's going to be a whole lot more shaking going on." He said after he had the rock in his hands followed by an evil cackle.

"This mountain just grew outta nowhere. Just like that?" Ace said to the two when they came back and told them of what went happening. Six of the seven were in their conference room (Lexi, Slam, Duck, and Rev were sitting. Ace stood, and Spider was hanging on a web-line) looking at one of the monitors which showed the instant mountain.

"I'm pretty certain it wasn't there before." Duck said with his head resting in his palm with a board expression on his face. He may not have been there but he just wanting to get in his comment before Spider-Man could say something.

"Yeah, weird, huh? But now we can go skiing anytime we want without ever leaving downtown. And if we work up an appetite on the slopes we can get some Chinese take out on the way down. Man, Acmetropolis has everything!" Rev said to them, turning his head to them for a moment then back to the screen. He was obviously looking on the bright side of this development. After the master tongue-twister spoke the green member came in with a hovering platform.

"I've gone over it again and again, but I can't find out what could have caused that kind of geologic instability." Tech said pushing his model so the others could see it.

"Oh, I don't know maybe something like, a giant meteor hitting the Earth. Hmm? Ring a bell." Duck said to the coyote with plenty of sarcasm. This time the web-head had to open up his mouth.

"No way Duck, it wouldn't be that: Mole people that's the key term here." He told them, but both statements were not getting on Tech's good side.

"Perhaps if I did a more time to make a more detailed model I did it during my break; total rush job." He said to them while looking down at his scale model of that portion of the city.

"Tech, the little elevated trains are actually running…" Lexi said and held off on her compliment before checking the clock built into their suits and finished, "and on time." The wall-crawler picked up on the fact that the pink one often kept track of train and bus schedules; which was good.

"Okay, now normally when there's tectonic activity the plates in the Earth's crust moves like this." He explained before pushing a rectangular red button which caused the model to shake. He then continued, "No matter how many variations I try there's just no accounting for this." When he finished a large mound of what the others assumed was dirt stood before them. The devil licked his lips before he took a finger worth of the stuff into his mouth.

"Chocolate." Slam said while he was chewing.

"Uh…Slam I believe that's mud your eatin`." Ace said, while feeling disgusted that his friend ate some earth.

"Actually I ran out of soil so I used hot fudge." Tech informed their field leader of his true ingredients of his demonstration. After hearing what it was made of Lexi scooped some up at the base and tossed it into her mouth with zero mess.

"With nuts." She added after swallowing her piece. She saw that Peter followed her lead of trying some as well. They all soon heard their boss' voice.

"Speaking of nuts, this attack was caused by one Thaddeus Dare." She said to them and two monitors, one to each side of her, showed an image of a man with gray hair and glasses.

"Thaddeus Dare. "Nut" is an understatement." Tech said already knowing of his work.

"A reclusive and rather old scientist, but brilliant nonetheless, Dare was convinced that one day he would control all forms of rock." As she said this images such as a 3d model of him, stuff he was working on, and even an old reel of the project she had just told them.

"Say wha-? Control rock? Hello, wacko party of one." Duck said, swirling his left finger around his head, interrupting her, but she was unfazed since she kept on talking.

"He was hideously disfigured when the meteor crashed. He went crazy and his rock experiments grew more reckless. He was finally banished by the scientific community and disappeared." The images were that of the meter's landing and Dare with a 'no' sign in front of him.

"Let me guess, a guy that into rocks went underground, right?" Ace said hoping that what he said might give them a leaf of where to start looking, but still gave her a confident expression.

"Deep underground. I believe he's preparing to take his revenge on the world that rejected him, and he may have found the ultimate means." She told them and presented images of the new him and a glowing green rock with a dragon imprint.

"The Jade Serpent Crystal." Tech said, since he gave off some time in researching that thing too.

"Yes, this crystal that was housed in the Science tower that sank underground today." She said with pictures of the chosen purple building and that it and several other building fell into the mountain.

"What's so special about this nugget?" Ace asked the question that they all wanted the answer to. She could see this and decided to continue with her show and tell.

"It is an ancient gem that has a unique atomic structure. Said to contain untold energy. If Dr. Dare somehow harnesses the power of the crystal there is no telling what he might do. You must find Dr. Dare and stop him, Zadavia out." She said while showing the structure within the stone; when her transmission was done the lights, which often turned off when she spoke, turned back on.

"All right, gang, let's jet!" Ace said to the others and they all headed out all but one that is. "Hey web-head, times a wastin." He said after realizing the arachnid of the team was staring at the mountain of chocolate.

"I'll catch up; I just have something important to do." He answered back with a sly smirk. Lexi already knew what it was that he was planning and decided to intervene.

"Come on Pete, let's go." She said while grabbing the collar of his uniform and dragged him to the others. He did not know which hurt him worse: not getting anything to eat yet or that Lexi was dragging a guy that could bench-press as much as Slam. Eventually he was able to walk on his own then he and the others got into a different group vehicle.

"This new toy of yours is a great way to beat the traffic." Ace said as the drill based ride was tunneling them downward.

"Ha ha! Yes!" Tech exclaimed aloud, not really listening to the praise from the yellow hare. He proved that he was having fun with the invention as he was turning this way and that causing all but him to say 'whoa' in unison.

"Quit doing that!" Danger exclaimed having his fill of Tech's driving.

"Don't worry." He said to Duck and continued with a calm tone, "I've been working on my Mobile Magma Mower for a while now. I just needed a good excuse to take it for a spin." With a laugh of confidence he said something that worried Duck, "Good thing I got almost all the kinks worked out."

"I'll say. Wait. Did you say almost?" He questioned while him and the others were experiencing a transporter without shocks before turning to Lexi, "Did he say almost."

"Guys, heads up!" The female exclaimed while pointing forward. The image of what the seven saw even freaked Spider-Man out and he lived in New York.

"The city's upside down, or is it my stomach." Duck said while holding the said body piece.

"So that's where the buildings went." Ace said in a serious tone as they passed by the topsy-turvy city chunk. Despite seeing the Tech tunneled into another wall of stone.

"Hang on. Goin` down." Tech said in a still calm tone.

"And we're how many miles beneath the Earth's crust." The duck had questioned when there was nothing but rock around their window.

"Not to worry, this thing is built with Ultra-Titanium double shielding. Trust me: nothing can stop us." He said and just as soon as he said that he jinxed himself since the whole ride just stopped.

"What was that?" The mallard questioned with a freaked out expression. Ace got out of his seat and answered the bird.

"A lot a nuttin`." He looked at the window before looking at Tech who was baffled at how his latest invention had been stopped.

"I don't understand it. This baby should be able to smash through any kind of rock." Tech said aloud while pushing the controllers for a response unaware that something appeared while he was talking.

"And what if the rock smash back?" She questioned with a freaked expression on her face since she was the first to see this unknown visitor.

"Huh?" He said back to her since what she had said made no sense. Then more and more of those creatures began to appear.

"Tech, get us outta here." Ace commanded with a touch of fear in his voice.

"The sudden stop must have short-circuited the engine." He said to him of why it wasn't moving anymore. The leader walked over to the driver and decided to offer a different solution.

"Hey, uh, Tech could you reverse us outta this hole." The others saw them crowding the window and were getting nervous.

"Yeah, as in back up now!" Duck practically screamed at the canine who was still moving the steering wheel.

"Well I would if I could." He said to his friends of one of the problems he still needed to handle.

"No reverse?" Duck questioned, hoping that he was wrong and that Tech DID install a reverse switch. As they were working on that one of the creatures three fingered hands tore through the ship and grabbed the pink one.

"Oh, no." Ace said in alarm as he and the others were watching their friend being carried off.

"Guys…a little help." She said before leaving the same way the hand came in.

"It's got Lexi!" Ace exclaimed before opening the door that they used to get in before adding, "Let's Rock!" while Spider-Man provided a different way: he leaped through the same hole and instantly fired a line at the ceiling of the cave.

"Your not going anywhere." He muttered darkly to himself as he followed the fleeing boulder. In the process he saw that the other Ben Grimm's in training were around the drill device, but he knew that that they could take care of themselves.

"Let go Rockzilla." Lexi yelled as she struggled to get free from the stone grip. She was so focused on getting out she failed to see that Spider-Man had let go of one of his lines and was dive-bombing with one fist right at it. The creature stopped when it felt something on its head.

'Whoa, guess I must be in a REALLY bad mood.' Peter thought when he saw that his fist caused several cracks in the beast. He then finished it all up by landing in front of the minion. "That's no way to treat a lady, pal." He said with his voice mixed with anger and humor. Just as the rock was about to attack Duck quacked over to them and started to shoot eggs at him. 'Might as well help.' The arachnid thought and fired impact webbing as well.

"Thanks guys." Lexi said to the two once she was released from a member of the enemy. The three knew that it wasn't that easy to take down a rock so Danger decided to give the word.

"Let's go." As Spider-Man and Lexi swung or ran off to find a new opponent Duck stayed with the one that they were fighting. "Oh, missed. So sorry missed again. Oh, strike three your out!" Duck exclaimed to his foe as he used quacking three times to dodge its punches. Slam, in a different part of the cave, used a leaping tornado leg punch on one of them and then for the one behind him blocked a double fist with his hand and tossed it: instantly killing both; he brushed the dust of his hands in a gloating fashion.

"Excuse me, hi, would you come this way, please? Thank you so much! Hey, how abou` you come here as well: That's right!" Rev said as he used his superhuman speed to go around seven creatures he then stood and waited for them to get to him. Slam on the other hand who was still proud over what he had done was caught off guard of a new challenger.

"What the?" Slam grumbled after hearing something from behind him. A section of the wall behind him gave way revealing a rock creature easily twice the size as the others. Slam saw the beast and could only garble out an, "Uh-oh." He did what he did before and used Tornado Legs to body check the creature through the hole that it had made earlier.

"3-egg omelet comin` up!" Danger exclaimed as he prepared and fired his eggs at the same rock creature. Spider-Man was in luck that these creatures had limited intelligence as he tried something he saw off of a cartoon.

'That's right a little closer.' He thought as he stood with his heels at the edge of a chasm. Two of the various stone critters charged at him, both had their arms raised, but in the last second he shot one of his arms up and fired a web-line to the ceiling and reeled himself upward. "Now that those guys are taken care of I can do what I did back home." He said before pulling a camera out from a hidden compartment on his left arm and swung around. The first thing that he saw was Rev waiting for five Stone-heads to attack him.

"Gather round, guys. I know this is sudden and I'm sure your wondering why I called this meeting." He started and waited until all of them leapt at him after using his speed to get away added, "That's why!"

"Hey, Lex, you're up." Duck warned the agile bunny of the gray guard about to punch her from behind. Luckily she dodged it and decided to ask it a question.

"Don't you ever lighten up?" Her answer was of the creature ripping a piece of a stone column off and throwing it at her. "Guess not." She added before Brain Blasting it into dust. Ace was fending one off with his optic blast, with no avail, and after getting some distance he decided to talk with the speed creature who stopped by.

"Fast work, Rev. I'm goin` after Slam." He then ran off to find the purple member. The devil in question had just punched his enemy through a wall and was about to land an aerial double fist attack, but was swatted away. He eventually was slammed into a wall.

"I'm stuck!" He mumbled after opening his eyes. He was then assaulted by a headbutt from the thing he was fighting, which stuck him deeper into the rock. After a groan of discomfort the muscle found himself picked out of the hole in the wall and being crushed by the same creature he was fighting.

'This won't be a good pic.' Peter thought and snuck away from that spot, knowing that Slam was not going to stand being caught like that for long he went for Lexi instead. That bunny was still playing defender against her opponent; she even gave the stone thug a fair warning.

"You're getting on my nerves…" She then dodged the attack, but her back was against the wall yet she was not scared, "And you don't want to see me mad." She finished with a Brain Blast to the stalactites which a few fell right on the boulder she was facing. On the plus side she was able to dodge them and said in a comical tone, "I warned you."

"You tell `im sister." The mallard said in praise after quacking to her side with his, just like the others eyes were glowing.

'Man, she is something else.' Parker thought as he took a few shots of her strategy and the end result. He was just about to see if Slam was doing okay when his Spider Sense went off, preventing him to taste the stab of stone that was at the spot he had just been on. "Just wondering, does the name Teenage Mutant Ninja Turtles mean anything to you?" He questioned down to the thrower and just got another ball of stone as an answer. "Touchy subject." He whispered before attacking it; he remembered of Raphael's story of the training with the Ninja Tribunal. The Tasmanian was doing just fine after startling his captor with purple lightning then tore off his arm and hit it with it.

"Ha, ha, ha." He laughed after seeing it make a line drive to the wall. His celebration was cut short when the golem got back on its feet, slammed itself into the wall, and after a green glow got a new arm. "Uh-oh." Was all Slam could say after witnessing the repair work. With one swing the rock monster nearly destroyed its old arm, but that still left Slam with an idea; he tossed the rest at him, but it was blocked. The creature returned the favor and turned the hero into a line-drive, and not wasting any time grabbed the Loonatic and slammed him into the ground a couple of times before it was interrupted by Ace Bunny.

"Yo, what's up, rock? Drop the devil and back away." He said while seeing that Slam had come to with his eyes REALLY showing their purple glow. He struggled for a bit, but after using his lightning for a second time he was able to get free. The stone soldier began throwing rocks at the both of them: Ace deflected them with Martial Arts and laser vision while Slam caught one boulder and blocked with it; problem was that he was loosing ground. Soon Slam's shield was reduced to dust, leaving him to fend off the barrage of rocks on his own. He was then led to a deeper chasm and fell in. "SLAM!" Ace shouted and followed with shooting the creature with nothing but his Heat Vision; he really poured it on when the golem was tittering over the edge, and when he went to see the remains after it fell he saw that the biggest chunk move. "Oh, man." Was the only phrase that came out of his mouth before spotting his big purple friend right underneath it. "Hey ya, Slam are you okay?" He asked his friend while he dug himself out.

"Peachy." He said back in grumble form.

"Ho ho! I'm sorry about dropping a rock monster on ya there, buddy." Ace said back with a look of embarrassment on his face.

"Duck, any sign of Dr. Dare?" Lexi asked her comrade before she aimed and fired her Brain Blast at another creature.

"No, Hey!" Duck answered back before being grabbed and carried off. While the monster was holding the mallard, watching him squirm was not prepared for a combination of quacking out of his hand and planting a big egg that once exploded only left the legs; when he reappeared he rubbed his right handed fingers to his chest and congratulated himself, "Wow. I even impress myself." He then added under his breath, "I got to remember how to do that." After seeing that they weren't doing much damage the yellow member decided to contact green, who was still in the drill.

"Yo, Tech, what do ya got?" He questioned into his wrist communicator after returning to normal eyes. The long eared egghead answered back while typing at one of the stations.

"My scanners are picking up a strange energy around them." The screen showed one of the guards with something around it. He then continued to speak to the leader, "It's a high probability that they're being controlled by the Jade Serpent Crystal."

"The hot issue isn't how they're working." He said back before dodging an attack and added, "It's how we're gonna beam `em." He glanced up at the window and asked, "We got ta find a way to even the playin field; Tech, can ya jump-start that thing." The coyote walked away from the window and went over to a piece of ceiling of the vehicle that was labeled 'danger'. He pressed a button that opened a hidden stepping stool.

"This might work…" He said after stepping on to the stool. He then opened up the panel which held a glowing green panel with slits in the center circle. "If I can just reroute the power reserve to the front thrusters." He said while thinking over what his next move should be. He then got off of the stool, grabbed a coiled extension cord which was under a table, and stretched it out to the slits. "Come on!" He complained whiled shaking the cord; he then added in defeat, "Ohh. Fine." After accepting his mistake he looked at the cord then his ears: he cupped his left hand over the end of the cord and his ears into the slits; after a scream of pain he turned to dust instantly while still staying on the stool. In a second he was reformed and said while getting off the stool and slowly walking to his chair while still smoking, "There's got to be an easier way of being a hero." The drill was soon active and he went to work by putting his ride into gear. The drill started to move and the thrusters showed life he then pushed it forward, "All right, rock on!" He shouted in victory.

"Hey buddy have you heard the one with the drill and the rock garden." Spider said after seeing the drill heading for him. When he did not receive an answer he fired a web-line at the ceiling and pulled himself up. When he was safely on the top he looked down and said with a sigh, "Yeah, me neither."

"Yeah." Tech said with a smile knowing full well that not even rock monsters could stop him. They all met by the side of the drill to exchange notes.

"So, what were those things?" Lexi asked the one question that the others only had theories to. Duck on the other hand had to stick his webbed foot in his bill.

"Reminds me of some of the guys who keep calling you, except the rocks have more personality. Ha ha ha!" While duck was saying that he failed to notice the sly smirk on her face, but he did feel her answer to his comment, "Yeow! Hey, watch the feathers." He added after getting a Brain Blast to the butt. He then saw Peter who had come down on a different strand of webbing was trying not to bust a gut laughing. "Why aren't you defending me?" He asked angrily.

"Simple my butt is still sore from the rug burn from earlier, and I would like to sit down when we get home." He answered back while rubbing his own butt since it really did sting.

"Those rock guys must be the security guards around here, which means we must me close to Dare's lair." Ace said while thinking over which direction to go next. That was until an unknown was heard.

"You're not close. You're here. Just in time to see the power of the Jade Serpent to turn Acmetropolis upside down." The voice of Dare put everyone on alert, Spider-Man was already aware of what was up, before they grew nervous of the falling buildings.

"Tech what's going on?" Ace questioned on his com link.

"I told you he was a crackpot." He answered back while seeing what was happening through the driver's window. "Let's get goin`." The genius said in a serious tone, but they were interrupted by a strange green glow which in the center held their current enemy.

"I hope you've enjoyed your visit down here because it's become your permanent residence. In fact soon all of Acmetropolis will reside underground, and I will leave in peace on the surface." He said his general idea of what he was about to do while stopping for a while.

"Are you kidding me, doc? That is the most ridiculous thing I have ever hoid." The swords-bunny said with a clenched left fist.

"Seriously, you need to buy, 'Super villains for dummies' when you hit topside for a better master plan." Spider added to the mole.

"You won't think it's so funny when your buried in stone, BUNNY." He emphasized the child name of their leader's species while paying no heed over what the arachnid had said. He then motioned his staff and the tremors got worse when they saw green shockwaves come from it.

"Take cover." Ace yelled out to them. They all fled into their Magma Mover and got into position while debris came down upon them.

"Sayonara, Loonatics." Dare said while finishing with a maniacal laugh. As he went through the earth very large chunks came down upon their ride. In a few moments there was a big flash of purple and then Slam throwing the boulders as if they were pebbles.

"Nice work there, Slam." Ace said in a congratulatory manner to the muscle of the team when he came back aboard the ship.

"Anytime." Slam answered to the rabbit.

"We've got to get to Acmetropolis before…" Ace said in a rally the troop's style, but the big screen of the drill turned on with Zadavia already speaking to them.

"Before there is no Acmetropolis." She said to get the others attention before taking off her hood and continuing, "Dr. Dare is continuing to turn the whole world inside out. You must hurry. If you do not do something quickly this madman will bury us all." The signal was cut right after she had said that.

"Let's get this mover movin` before we lose power, too." Ace said and they all worked together to get their underground ride to the surface. Spider was getting too angry over the scared civilians as they ran for cover and of the things that they had worked hard for become lost to them. In half the time as diving the team busted to the surface and Ace was the first one to the door. "Nice drivin`, Tech. Looks like we're…" He stopped for a moment to see the people with their hopeless expressions and continued, "A little late."

"It's Acmetropolis." Lexi said after getting an eyeful, and not believing it.

"Talk about an extreme makeover." Duck said before the seven saw a bright green glow at the tallest rock formation.

"Dare's using the power of the Jade Serpent Crystal to turn our world inside out, so we got to use that gem to reverse it." Tech said while signaling the hidden ATV's to come to them. Six of the seven used those vehicles while wearing helmets and Rev, he was using his flight power.

"I couldn't have said it better myself." Ace said to his green furred friend. Despite their best time of getting up there Rev was definitely faster.

"`Scuse me, coming through, I'll just wait for you at the top. How long do ya think it'll take y'all to get up there? Man, you guys are slow!" The speed demon said before coming to a screeching halt at the top. The others landed right behind him.

'Spider Sense, now don't tell me that Dare is going to break from tradition and fight us face to face.' He thought once he felt a familiar tingling in the back of his head. He then saw a few chunks of earth shape themselves into the minions.

"It's the Rocketts again gang." Ace started after they had fully formed. He then added, "Slam teach them how to twist." The Tasmanian garbled in response, spun his leg, and charged at them with one punch. Right when he was about to make connect the target creature changed the style of dirt that it was at the last moment.

"Sand?" Lexi questioned in surprise at the fact that Slam was trying to pull himself free.

"Who knew?" Ace said back to her before the others and even Spider-Man was blown away by a group sand storm. With his strength Slam threw the creature over his head and slammed him on the ground. After breathing a sigh of relief he heard his name from the male bunny, "SLAM!" The instant that they went over the devil went with tornado legs, flew off of the building, snagged his friend in his cyclone, and dropped them safely back on the battlefield.

"Oh, it's on now." The pink one said and with one Brain Blast sent all of the other soldiers over the edge.

'She must be more ticked off than I am about the missing homes.' Peter thought since he knew full well that power can increase when one in angry. He then heard the field commander compliment her.

"Nice blastin` Lexi. Time to shut that crystal down." The seven then headed inside to face this low-rank super-villain. The moment he got in there Spider could seriously feel an almost mystical vibe to the room and he was not the only who thought so.

"Whoa. Looks like we're in OZ." Lexi said after looking around herself, and that was when Peter opened his mouth.

"Too bad this floating head operator is evil." She got the gist of what he said, but she often wondered why he said such things.

"There's that jade nugget that's been causin` all the trouble." Ace said, pointing to their objective, before him and the others walked over closer to the gem and the machine. Duck went there before the others by quacking there he then pointed at the rock and asked a bone head question.

"So how do we reverse this thing?" They all waited for an answer from one of the egghead's, but the coyote answered first.

"This is just off the top of my head, but I say you can do it with a quanti-amplified charge of intense electromagnetic radiation." Tech said to them, and all but Spider were a little blown by the answer. The spider was grateful over all of the time that he had shared with Reed Richards. Ace was sort of able to understand the last part of it.

"Electro-magga-wagga—wait, wait. Uh, Tech do you mean light?" He question before walking away from the group, mainly in hope of finding an off switch.

"You make it sound so boring." The genius said in an insulted tone. The group was stopped by Dare who was sitting on his throne.

"The Loona-pests…" The team turned to pay attention to him before he continued, "I thought I buried all of you down below." The moment Dare had said that Spider-Man leapt over the machine and landed in front of Ace before spouting off one of his one-liners.

"You know we would have stayed at rock bottom, but there were no decent benefits." Spider said with a smile. The others decided to join in starting with Lexi.

"Haven't you heard, down is the new up." She said while pointing up with her right index finger, even though she wanted to use her middle finger, but she decided to be the bigger person.

"Yeah, we would have called first, but you were unlisted." Ace added to the row of lines while walking around the arachnid.

"And we're going to stop your insidious plan stone cold." Duck said and that was the last one that they could spout as the bald one answered back.

"Stones are my domain duck, but there's no reason you all can't join my little rock group." With a wave of his stone right hand over a panel of gems the crystal went active. It produced several serpents that coiled around the team individually, slowly turning them to stone. Spider stood with his arms across his chest while the others tried to move.

"What's with the rock candy?" Ace asked within grunts of movement. Feeling cocky he decided to humor his prey.

"You'll become my own personal statues, a commemorative of what once was, not that I'm paying tribute to you." They heard what he had to say, but they all wanted him down.

"Ace if we don't shut that machine down now then the whole planet is going-." Tech's statement to his long eared friend was stopped when the rock formed over his mouth, making a stone gag. The main bunny started up his optics and fired at a stalactite which bounced into the Jade Serpent Crystal.

"My lovely Jade crystal! Noooo!" Dare shouted as he saw the stone accept the beam. To his worry the stone transformation stopped and crumbled around the Loonatics. "You'll never catch me." He shouted while trying to make his getaway.

"Hit it Ace, maneuver 2…" Lexi was about to offered but was stopped when she saw Spider-Man leap onto the throne, and then flipped over Dr. Dare; landing in front of doctor.

"Now, Dare, allow me to help force you back under the rock you crawled out from under." The new Loonatic said rather darkly before webbing the man's face with his left arm and then slammed him with his right fist causing the man to tumble down the stairs and right in front of the others.

'What got into him?' Ace thought before pulling out his sword and began to fight him. Dare's staff and Ace's sword clashed after a while Dare threw a kick into the mix, but that did not last long as he was soon on his back.

"Power of the crystal be mine." He shouted at the rock which gave him a little bit more power into his staff. The madman fired a beam which was reflected from Ace's sword, rock ceiling and back onto Dare. "NO!" He shouted before he was turned to stone.

"What a stiff." Ace said humorously while thumbing at the villain. The others joined Spider-Man at the throne to see what they could do. "Well, we got the crystal. Do you think we can reverse it?" He questioned to the canine.

"We? What's with the 'we'? Yes, I can reverse it." Tech answered back and waved his hand over the gem board just like Dare and after some beam glowing from the Jade Serpent Crystal the town was transformed back to civilization.

"Good job, Tech man. You are so smart. I wish I was half as smart as you. I really look up to you. I really do, except not socially because I wouldn't want to spend all of my free time in a lab it would be really sad, but kudos on a job well done." Rev said to his friend while they walked outside to watch as the beams hit more rocks outside and brought back the buildings. Duck and Slam were near the edge and the mallard was the first to spot one of the best towns.

"Oh, look, I think I see New-Chinatown." He said while pointing before going leaning to the bottomless pit and added, "Egg-rolls on me, Slam."

"Egg-rolls, egg-rolls, egg-rolls. Yes!" He shouted enthusiastically with clasped together hands. They stayed there to watch for a few more buildings, but they soon headed for home.

"We should save New-Chinatown from destruction more often. A year supply of free take-out. Excellent." Lexi said while looking at the buffet table in their lounge room, wondering which to eat first. The whole team was there: Ace and Lexi were checking out the food and the spider was looking at it while hanging upside down. The others were just lounging until they saw the face of their founder.

"The calls of thanks are still coming in." Zadavia said while noticing the grin Ace was sporting when she said that but continued just the same, "I also wanted to let you know that Dr. Dare is enjoying his new life as a statue in Acmetropolis Park." The image of the frozen doc and a dog sniffing him in the park appeared on the screen.

"I'm sure the pigeons are thrilled." Ace said sarcastically which made Pete open his mouth.

"Pretty soon that will be the center of all dog territory." He knew back home a few dogs did do such a thing so why not here. Ignoring Spider-Man's statement or the images that she got of several dogs and one statue she decided to continue.

"And we are receiving reports all over that things are returning to normal." She said to the others, and that eased Spider-Man's temper quit a bit. Ace said everyone of his friends were around the table so he decided to play a true nice guy.

"Hey, uh, you sure you don't want to join us for some Moo Goo Guy Pan, Zadavia?" He questioned while with his arms motioned to the spread.

"It is so sweet that you would include me, and as it happens, I am hungry." She answered back with a soft chuckle. She then saw Duck quack in between the rabbits, and she knew what he was about to say.

"Finally! Some face time with the boss lady. We can discuss some new costumes, a better dental plan, a personal biographer." Duck said while at the same time thumbing to himself with his left thumb. Lexi was sporting a: 'you are so pathetic' look while he was talking.

"But alas I have other commitments. Perhaps another time. Zadavia out." She interrupted him and just like that the screen went blank. Duck felt a little insulted at the fact that she left him hanging so he had to ask.

"Was it something that I said?" For an answer came from the male rabbit who seemed be sarcastic again.

"Who you, Duck? Nah. Since when have you ever said the wrong thing." He and the others were about to go with the food, but Ace had to add, "Let's eat." At that moment the old trusty Spider Sense went active and Spider-Man created a web-shield for himself. Despite the white he did see Slam charge through everything: eating all but the table itself.

"That's despicable. Does anyone have a towel? Slam you got to gorge with your mouth closed." Duck said as he and four others were covered in food remains. When that was all over Peter leapt from the ceiling, onto the floor, and headed for the fridge.

"See ya in the morning guys." He said after grabbing a cold Hot Dog, shutting the fridge and headed to his room. He took off his suit and then looked at the camera. 'Good thing I put you in there the night before. He went to bed and just like the last couple of times he was expecting another suit, but this time was seriously different.

"Hi Pete." The voice was the one person that he could turn to for advice and one person he thought he would never see again.

"Uncle Ben." Were the only words that came out of his mouth.

"That's right and don't worry, this is still your mental plan. Now you know of a few strange suits from a few other dreams right?" He questioned and got a nod as an answer. "Well I decided to cut out the middle man." He added and just like that there were a lot of suits surrounding him.

"I know a few, but not all." Peter said and could not even count them all.

"That's why I'm here. To deal with the whole intro thing all I have to do is this." Ben said before tapping his nephew's forehead with his right index and middle finger. In a rush he knew all of the suits names, weapons, and abilities. "Now, did you get all of that?" He questioned and like last time got a nod. "Good, now you may need those guys to help the team, especially a certain pink member." He added with a coy smile which made the web-head blush BIG TIME.

"Uncle Ben." He shouted so loud that he was surprised he didn't wake himself up. His idol just smiled before growing serious.

"Now Pete, I know your style, but you don't have to fight alone the others will always back you up." Ben said before his dream plane went black.


	8. Chapter 8

Spider-Man is from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Batmobile is from DC comics

Chapter 8

The comet cometh

"Okay, let's see if I can get that 12 ball." Peter said as he aimed his stick in the right spot. He, Ace, and Lexi were playing a game of pool and so far he was trying to knock in one of Ace's 11-15. Slam was gorging himself with three crates of grapefruit, Tech was working on a new blaster, Rev playing one man ping-pong, and Duck was playing an old Weather Report DVD: naturally drooling at his obsession-Misty Breeze.

"Slam, do you mind, I am trying to hear Misty's report." Duck said to the garbage disposal as he chomped down three at once. The only answer he got was an ear to ear grin. "Now I have to start all over again." The mallard complained and started the disk.

"Finally have my Beam-splitter neutron cannon is finished." Tech said after putting the last cover piece on. He admired it for a while before setting it down. "Now time to start on the blasters for Slam." He said and went to work on the one he set down at his feet.

"He's invincible, he's unstoppable, and he's undecidedly the most fantastic ping-pong player ever." The speed one said as he kept pace with the small white ball. The pool was not going in Peter's favor.

"Look's like you're out of it, web-head." Lexi said after she successfully hit the number 3 solid red ball in the upper right corner pocket. This caused him to be a little bit disappointed. "Don't worry, Pete, Ace is about to loose too." She added as she analyzed the field.

"Don't count on it, Lex since you only have a number 7 and 9 ball." Ace said back and got ready to hit one of the two in. He had it aimed right and was about to fire when the doors to the lounge room opened; he looked up and saw that it was the Mayor. "What can we do for ya Ms. Mayor?" The leading rabbit questioned as he walked over to her, the others followed his lead to meet the blue haired woman.

"Don't tell me: Black Velvet is back to try her eternal night stunt again." Spider-Man suggested while glancing at Tech to see his reaction. The fellow genius did a combination of look embarrassed and angered. The mayor shook her head and said to them.

"No, it is nothing like that the city is going to present an award to you in the park for protecting from everything." She said politely to the Loonatics. Peter turned to duck and saw a smirk appear on the mallard's bill.

"Considering I'm not a bonafied Loonatic, I guess I'll stay here." He said and was about to head over to the couch. He thought of the word award and how his ego rivaled Duck's ego after all of that money and such.

"You may not have been affected by the meteor like the rest, but you are still a Loonatic and it would be an honor to have you there." The head woman of the city said to him since she did not feel right of splitting up these seven heroes.

"All right, all right, I'll come." He said to her and then added, "Just hope you have a BIG after speech party planned too." She laughed a little bit and Slam garbled out in happy agreement.

"We do, and it is held around dusk, see you there." The woman said to them and left without another word. The others went back to their business: Tech finishing Slam's blasters, Rev tying with himself, Slam now eating 200 large pizzas with EVERYTHING on them, Lexi winning their three way pool game: after knocking in the 15 ball, and Danger in his room working on his acceptance speech.

"Okay, gang, show time." Ace said after he looked out the lounge room's window. "We'll take our bikes for this award." Ace said as he boarded his motorcycle the others did as well.

"I'm not sure, Ace, I have yet to put on any defenses on these wheels yet." The egghead complained which only was replied by Spider-Man.

"Don't sweat it Tech, there are some bikes that don't need weapons; besides you can do that after we get back." The long eared genius accepted that and they drove off. The seven got there with plenty of time to spare since barely half of the seats were filled. The group dismounted from their bikes and walked over to the big wooden stage in the center of the park. As they were waiting for the seats to be filled the wall-crawler looked up at the still setting sun. 'That is one image that reminds me of home.' He thought of all the times he went to a certain castle before his friends woke up.

'Now that is one beautiful sight.' Lexi thought and somehow thought of an image of her and Spider-Man, both in civilian clothes, having a picnic and enjoying the same sunset as right now. 'Where did that come from?' She thought in alarm before snapping back into reality. She turned and saw that all of the seats were now filled and the mayor was at the podium.

"…which is why we are gathered together on this day; the one year anniversary of the meteor's impact. Adjusting to this new world is difficult for all of us." The mayor began and the Loonatics, from right to left: Tech, Rev, Ace, Spider-Man, Lexi, Slam, and Duck, stood at attention even though the devil was about to fall asleep. Luckily Lexi was there to give him a friendly light elbow to the ribs which caused him to focus. "Fortunately we had help from seven extraordinary individuals." She added, not noticing the hotdog of the team was checking himself out in his mirror.

'I better look good she is about to call on me.' The mallard thought as he adjusted the feathers at the top of his head.

"Who have watched over and protected us." She continued and finished with the sentence Danger had been waiting for, "And now to accept this small token of our appreciation-." She was cut off as she held the plaque in hand because Duck grabbed it and started talking.

"Thank you. Thank you. You know there are so many people in my life who had made this incredible honor possible, but enough about them." Duck said to the crowd while moving to the edge of the stage. "As you know, there's a lot of hard work -." He added while raising the plaque high which was his turn to be interrupted by the mayor who took it away from him and explained to the web-footed ego who it truly belonged to.

"This is for the team's leader: Ace Bunny." She told him and gave it to the male bunny, was calmly walked over to her and it accepted it graciously. The crowd cheered after hearing that name and Duck walked away with a slumped back. He then turned to the audience and gave them a toned down speech then that of Duck's.

"Thank you very much, mayor. Good thing it's not every day that destruction reins down…upon us." The last part of his speech was drifted when the sky showed some strange precipitation; a form of precipitation that not even Weathervane could create.

"A Hailstorm and me without my umbrella." Lexi said as she, the devil, the runner, and the arachnid had their hands out catching the 'hail'. Tech did as the others, but he put a logical spin on things.

"This isn't Hail." He started but was interrupted by the seventh member of the team.

"I figured since my hair isn't frizzing up." He said and got a few strange looks, so he added, "What it's been known to happen…I think." Tech shrugged it off and continued with his comment.

"As I said it isn't Hail. These are rock pellets. They aren't even from this planet." He said the last part while making a fist with his right hand, the same one with the small pieces of rock, while looking at the sky. "It's a Meteor Shower." He announced and just like that bigger rocks began to fall.

"And I don't think an umbrella's gonna help much." Ace said as he looked at the falling rock chunks. The people began to flea while screaming their heads off. "Hit it Loonatics, we got people to save." Ace gave the command and the seven went to work: Ace with optic blasts, Slam and Spider used strength to smash the big rocks, Lexi Brain Blasted.

"Oh. Ah. Ahh." The mayor shouted in surprise since she had yet to leave the podium, and feared that she would accidentally get hit by Ace's beams.

"I thought the weather only called for partly rocky." Ace said while blasting with optic blast. Even while using his webbing to repel some of the rocks Spider was still able to chat with him.

"Looks like Misty Breeze called it wrong again." If it were not for the falling rocks or his ideas of impressing the mayor he would have given the arachnid one shell of a tar-egg. Tech decided to use his powers in a different way.

"Rev, fetch my Neutron Cannon." He ordered the red one after creating a big green shell for defense. The speed member rushed home, by foot, and came back with a heap of guns in his arms.

"You didn't say if you wanted the refracting Neutron Cannon, the Beam-Splitter Neutron Cannon, or the one that goes 'Dah-dah-dah-dah.'." He said as he looked at the arsenal that he brought. The canine simply grabbed one of the guns and started blasting the small meteors. The others were dealing with the airborne attack with some mild complaining from the mallard.

"Ha, ha. How's that for mind over matter." Lexi questioned after a display of her agility and her brain blasting powers. The lead bunny decided to go with an easy solution since they were starting to run down.

"Slam, set your spin cycle on suction." He suggested to the member to his left while still blasting. The devil did so and created a HUGE cyclone which diverted the rocks. The faster bird chose that as his opening to help the civilians.

"Rev Runner express coming through." Rev said while making a zigzag pattern and added while picking up a few more, "All right ladies and gents no need to pack your bags. We're all traveling light." The mayor saw that and wondered if she was going to be next, but that thought was dashed when she saw a big rock coming at her; fortunately Duck saved her.

"Have no fear." He said while jogging up beside her before activating his quacking powers, and appeared on a tree branch. He set her down and stood up beside her, "Mayor, your life has been officially saved by Danger Duck." He said proudly not noticing the cracking sound.

"Gee thanks. Unh!" The woman said after succumbing to the now broken tree branch and gravity. The mallard heard the thud and looked down to see if she was uninjured.

"Kinda." He said a bit embarrassed over what just happened and added, 'That will probably hurt me of getting an award.' In thought form; he and the others saw that the park was in disrepair, but they were concerned over that attack.

"Okay Tech, time to make with the big words." Ace said after they used their bikes to get back to base, and meet up in their conference room. The first thing that the coyote did was activate one of the various screens showing the first meteor attack.

"The meteor that hit Acmetropolis a year ago was only a trial run." He said before displaying a size comparison of Slam, then the first meteor, and finally a BIG meteor. "This one is 500 times the original." He added and slid the picture down to show a real time picture.

"Kinda makes ya miss the good ol` days, huh?" Ace questioned the group which Peter took the wrong way.

'Not really.' He thought darkly, thinking that these guys seemed like a family to him, and he didn't want to think before that. Those thoughts were cancelled when he heard the mallard's latest complaint.

"Oh great! When the next one hits EVERYONE will have superpowers! Ha! I don't need that kind of competition." He said, worried that there would be someone like Ace or Spider-Man: hogging his limelight. The pink fighter, who was to the duck's left stepped forward and voiced the truth to him.

"After this one hits there won't be anyone, Period." She said with what the lone hero could see was fear and concern in her eyes.

'Worried about everyone on the planet, that I like…about any hero ready to put up the good fight.' He thought, making that last part to set him straight of not letting his heart rule him. About that time, the founder of the team's voice was heard.

"Your absolutely right, Lexi." She said before emerging in holo-mode and continued, "Which is why you have to journey into space before that meteor hits Acmetropolis." As soon as she said that Danger decided to impress her with his courage.

"Well, don't worry your wealthy little head, boss lady. We laugh at danger: ha, ha, ha, ha, ha." He added the laugh for good effect and then added a comment that he knew that he was going to regret, "Besides, what's so scary about a little space voyage." His answer came in the form of the other bird, who sped over to his side.

"Well there's: cosmic rays, air lose, engine failure, zero gravity, deadly aliens, black holes, supernovas." Rev stopped his list when he heard a sigh come from the mallard who was looking down in defeat.

"See? Laughing already." Duck said dismally after a sigh. Seeing no other reason for being there the blond woman decided to go about her own business.

"Zadavia, out." She said before deactivating the hologram. The others did what they could to prepare for this big mission. Tech: design a way to get up there, Rev running on the treadmill, Duck in the conference room to watch the sky, Slam eating, Ace and Spider-Man training, and Lexi walking around seeing if the others were ready.

"Coming your way, Ace." Peter said after attaching a web-line to the back of one of the training robot's back and flung it at the yellow hare who kicked it down. The two of them then stood back to back firing impact webbing, and optic blasts: taking down a few. As that was happening Lexi saw them, and opened a panel outside the doorway which housed there towels and got a couple before hearing the AI voice.

"Engaging anti-gravity sensors." The voice said before Ace grabbed a red and black pole and slammed it through one of the robots. Spider-Man on the other hand was spinning one of the robots: his idea was to create a domino explosion, but that didn't happen.

"Couldn't sleep, huh?" Lexi said, deciding to make herself known to the two men. As she said that she pressed a couple of buttons: turning off the holograms, and causing the web-head to land on his butt. "I usually count sheep, but that's just me." She said to the two.

"This is our biggest mission ever. Got to be ready for anything." Ace explained to her while doing a few stunts with his staff. By this time Peter had gotten off of his butt and headed over to the other two. Lexi tossed a light purple towel to Ace and was about to give Peter the one she draped around her neck, but he had another idea.

"Don't worry, I have my own." He then was able to create a web-towel, but as soon as he placed it on his face: it hardened. The two looked at him: highly amused as he tried to pull it off his face. Having a feeling the other two just wanted to laugh at him he took out some web-solvent from his uniform's belt area. "A little help?" He questioned them with a muffled voice, Lexi helped and dripped the solvent on the webbing. He pulled it off pretty easily and looked at the others who, just as he thought, had big smiles. "Okay, so maybe that wasn't my greatest idea." He said to them.

"Here." The female one said and tossed him a blue towel. He used it on his face, not noticing the blush on the towel-girl's face. She shook off those butterflies and turned to Ace. "Like I was about to say you two always land on your feet."

"I've had a lot of practice." Ace said to them in a serious tone while knowing the arachnid knew how to bounce back. The yellow triangle began to glow as he remembered what his life was like before his upgrade:

"No!" A blonde girl shouted as she was being backed into a corner with a big robot stomping right at her.

"Destroy humanity, destroy." The machine said in a stereo-typed robot voice as it inched. For a moment it stopped and analyzed its prey but was interrupted when a while gloved hand tapped its shoulder. It turned and saw a bald man, which Peter guessed was their worlds Vin Diesel when he last heard it, stood there in average street clothes.

"Sorry, bucket boy, not today." He said once his enemy was turned. While he said that he did a combination of getting into a fighting stance and a two fingered taunt.

"Destroy humanity, destroy." The bot said as he walked closer to him. It then lunged its pincer claws at the human before something strange happened.

"And…cut." A new voice said, causing the robot to stop. The voice was that of the director of the movie that they were making. The red hat wearer walked over to the actor who was standing straight and looking at his current boss. "Oh ho, ho! Van, babe! Faboo! Ha, ha, ha. Take a break while we shoot the fight scene, hmm? Ha, ha!" He said to the actor in a humorous way before quickly turning angry to the rest of his crew. "Where's that stunt rabbit?!" He yelled out so the whole city could hear.

"Yeah, that's stunt bunny." The gray hare as he walked over, wearing the same outfit, but only holding a mask of the man he was stepping in for.

"Whatever." The director said, not really caring what his underlings called themselves. "Now like we rehearsed, hmm?" He said as he stared at the rabbit.

"Whoa! Slow down there, doc. You see, I have some ideas that you're gonna love." Ace said as he dropped his mask and showed off his moves, that the rest of the Loonatics were used to seeing, after saying, "Now you see when the robot comes at me how about I do some of these Hyah! Some of those, hyah, and some of these." As he showed off his moves the other stage hands were in awe over what he could do, but the director had to prove that he was superior to the backup cast.

"No!" He said flatly before adding a small chuckle. "You see, I am the director, which makes me the BOSS which means YOU do the scene the way I tell you to do the scene." He said to the rabbit rather smugly with his face mere inches from Ace's face. He then picks up the mask and shoves it at him before yelling, "And…action!" The robot was reactivated and it grabbed the rabbit by the ears, before he could put on the mask.

"Oh! Ow! Oh!" Ace said aloud as the robot was beating the stuffing out of him. Eventually he was released, from the mechanical prop, with a tattered costume and bent ears. When he collapsed from being beaten up, he the rock slam down which gave him his new life. "It's show time." He said seriously to the others. Lexi left the two and went back to see if Duck was doing his job.

"Any sign of any more meteor showers, duck?" She questioned as she walked closer to the mallard. The duck was still looking out the big window, still on his surveillance task.

"Nope, but the fit and handsome superhero stands calm, yet focused, confident that should danger arise he is ready to protect the lives of his-." Duck answered her in a dramatic way, but Peter thought it sounded like a superhero from the 1980's: since he followed her.

"A simple "no" would have done, duck." She said with handled anger as she held her arms across her chest. The female bunny then released her anger, and her arms down before asking a question she had often wondered, "Have you always been like this?"

"Stoic and resolve to be the best superhero ever. Why yes." He said to her with a thumbs-up. He then added a cliché line, "Seems like just yesterday." He then told her, and the hidden spider, his tale.

"The bronzed and handsome lifeguard sits calm yet focused, confident that should danger arise he is ready to protect the lives of his-." His past self said and just like before was interrupted, but by the real lifeguard of the pool that got frozen over by the Vikings.

"Yo, Duck! Get out of my chair and do your job!" A male human said, startling him from his speech. "Pool boy! Oh, and make sure you use a net." The man said after grabbing the duck by the back of his yellow shirt and giving him a net with a long handle. He shoved the duck to one of the corners of the pool.

"Use the net! Use the net!" He said in a mocking fashion before adding in a serious tone, "Talk about a waste of talent." As he was muttering to himself he was moving the net around the corner and then found something; he pulled it up and it was the 345th diaper he fished. "Egh. Another treasure from the deep." He said sarcastically, before seeing a woman with a crying baby came over.

"Mama!" The baby said while crying and when the two got to the mallard the partially mummified baby added, "Mine!" The red-haired woman took the soggy diaper and walked off.

"Ugh! Just put me out of my misery!" He said as he watched the woman take what he fished out. He then saw something streak across the sky, "Huh?" He said as he watched it pass by the buildings. "I was kidding! I was kidding!" He said before the waves hit him and when they did all he could do was scream.

"Well, I got to hand it to you duck. You've come a long way since diaper duty." She said with her hands to her waist and watching him shake his head back to reality.

"You got that right toots. You got to be fearless when you step into the spotlight like me." Duck said to her while pointing to her at first and thumbing himself at the end. He then crossed his arms, out of confidence.

"I know what's it's like to be in the spotlight." She said, which was Peter's mental note to scram, since when he heard the tale from her: she actually let a tear fall. She thought of the high school she attended and of the BIG gym that it held along with the tryouts.

"Welcome everyone to this year's Acmetropolis University cheer squad. As you know the competition is particularly hard this year, so super good luck to you all." A blonde woman, the head cheerleader said to the small group while waving her pink pompoms in the air for the last part. A young boy over to her right was in charge of the clipboard showed her the first one. "First up Lexi ,uh…Bunny?" She and the other woman to her left were caught off guard.

'Geez, I am one of her closest friends and she didn't fill me in on this.' The girl to the left, who looked like a relation to: Paula Haze, thought as she looked at the stage.

'Don't mess up, Lexi. Don't mess up.' The orange rabbit thought to herself as she stepped into the light. Like most frightened creatures her eyes showed how completely nervous she was about this.

"Anytime your ready." The head leader said in irritation. 'This creature does not think she belongs to a cheerleading squad, does she? She is better off as a substitute mascot.' The blonde girl thought as she watched the rabbit move. Lexi's moves were great: handstand, to front flip, to small moonwalk, to spinning counter clockwise on one foot, to moving both fists diagonally to either side of the position of her feet, to a standing stance of sorts, to another flip, and finishing with splits and raised arms. That alone won over the other combatants and two out of three of the table people.

"Wow! I've never seen anything like it! She's even better than you!" The boy, who looked like he could be related to the cameraman of Misty Breeze, said while pointing at the perturbed girl.

'Ata girl.' The girl to the left thought as she began to clap her hands. The head girl there did not like how everyone was cheering for this: freak, so she decided to use her powers of being the decision maker.

"That was such a cute routine, Lexi. But I'm afraid you don't have what it takes." She said which surprised the other two, but not by much, and received plenty of booing and hissing from the other girls. The chosen rabbit was truly depressed, she didn't know what she did wrong, and that was when fate gave her a chance at something new. The meteor rushed over: causing the building to shake.

"What's that?" The boy questioned before pieces of the roof began to fall apart, and while everyone was fearing the worst when the doors were flung open and Lexi who was on her back, also in fear, felt something new added to her body.

"I'm ready for this mission…" She began and then looked at the duck and added, "And I know I'll be as brave as you, Duck."

"Dare to dream, Lexi, dare to dream." He said back and the two parted ways: Duck still looking and Lexi walked out of the room.

"She probably couldn't handle sharing the light with someone that is more beautiful than she was." Peter said, getting Lexi's attention. The pink bunny turned and saw Spider-Man leaning against the wall, near the door.

"Was that a compliment, Spider?" She questioned him, this was one big mystery: he often slipped her those comments and then pretended that he didn't. She understood the why he was distant, but why was he trying so hard to deny what his heart was telling him.

"No, of course it wasn't. Just saying the facts." He answered back with his head, still away from her. She walked closer and saw some purple, knowing that he was blushing, but she also saw fear in those eyes.

"Honestly, what's wrong, Peter." She said with her voice in complete concern for her friend. He turned away from her and decided to tell her a brief summery over a group of his friends.

"Back home there is a group that call themselves the Fantastic 4. Just like you guys they got there powers by cosmic rays, only they were in space, and just like you they were given powers through those rays: one became a psychic of sorts, one became a rubber-band, one became a walking forest fire, but the fourth one became a monster; at least in his own opinion.

"Nothing like that is going to happen to us." Lexi said, while holding and turning his face to her and understood that it was the fourth member he was freaked out about.

"I'm sorry, I'm just scared for you guys' safety." He said to her and thought of only on thing, 'If these cosmic rays mess with me will it trigger HIM again.' After he thought that an image of: Man-Spider appeared. The bunny wanted to know what he was thinking, but was interrupted by their com-links.

"What is it, Tech?" Lexi said into her speaker and got an answer just like that.

"I have it done, come on up." He answered and the others got to the chosen location and saw the invention he built.

"So, uh, Tech how you gonna get us up to that space rock?" The field leader questioned once they all got up to the top. The canine, who loved to toot his own horn, grabbed the rope that was connected to the tarp.

"Presenting the Tech E. Coyote Space Stream 9000." He said before pulling the rope. All of them saw a replica of the old spaceships that were on black and white alien movies.

"Kind of Retro, don't you think." Duck criticized as he looked at it. The coyote on the other hand twiddled his two index fingers.

"No." He said calmly after stopping his fingers before continuing, "In fact it's just what we need to destroy that meteor." He proved his point by showing all of them the blueprints to that device. They were all seated, and got ready to head out. "Oh, if only the fellows at the Acme Institute could see me now." Tech said and began to think back to that day.

"Tech, your keeping us from lunch, now are you going to show us your senior thesis or not." A man in a triangle shaped building said in an annoyed fashion.

"And you won't be disappointed, sir. Just one last adjustment-." The young genius said and turned to his tool, but that was one of the worst things to tell the older professor.

"Oh, for crying out loud step aside, son; I'll turn it on myself." The man said while pulling the canine away from the machine and began pressing buttons. Tech saw his button pushing and decided to warn him.

"Be careful! I installed a self-destruct mode for extra credit!" The warning went unheard and the room went: boom. The brown coyote, in tattered research clothes came out while holding a broken remote. "My baby!" He said while tiredly pressing a few buttons.

"I used to think you were a mad genius, but now a think your just…mad." The man, that Tech was trying to prove, said after coughing up some smoke. As he walked off the long-eared genius fell onto the stairs.

"It does work." He said after he fell and added while looking at the device, "If only could see that." He then saw some small pieces of ruble begin to shake, he stood up and saw the meteor, and then was hit by the rays with a, "Uhh!"

"It'll work." He said aloud before looking down at his console and pressed a big red button, but as he did that he added, "I know it." Spider-Man, saw that the panels were opening it reminded him of the batmobile's, from the first movie, shield mode. "Perfect take off." Tech said after they took flight. Then he received props from the others.

"Nice work, Tech." Ace said, being the first to congratulate him.

"It may be retro, but it's cool." Lexi said to the canine.

"Yeah cool…for a flying dinner plate." Duck said insultingly, but Peter had the fellow genius' back.

"Your just soar because you couldn't think of anything old school to use for flight." That angered the bird for a moment, and he was about to say something, but was interrupted by the man of the moment.

"It should be a smooth ride from here." He said as they flew through the atmosphere. "Brace yourselves, approaching light meteor shower." Tech said to the others, but as he said that Parker sensed something amiss.

'Spider sense, but where, I see no danger.' He thought until he felt the machine begin to shake.

"Is this your idea of a smooth ride?" Duck stated while they were shaking and then they all heard a bad sound; which their leader was the first to question about it.

"Uh, Tech, why does it sound like the engines just stopped?" He questioned and got his answer from the comic relief.

"Maybe you were hearing things." He said, hoping that he was right.

"Uh, well, that would be because the engines just stopped." He answered back to the two. This caused the arachnid to think of something different.

'Do you always have to state the reality of the problem.' He thought before looking at the bunny.

"Oh." He said to the coyote with a slight raised head. The saucer was sent back onto the planet's surface.

"I think I just threw up in my bill." Duck said, and naturally that caused the seventh member to open his big mouth.

"That's were the scent of Chili fries is coming from." He and the others began to scream in worry over this minor problem.

"We're doomed! Completely and utterly doomed!" Duck said while looking out of his section of window.

"Rev, log into the lab. Upload a copy of the control system software so we can reboot the system." The canine genius said to the red one, calmly.

"Done, done, and wait a minute, wait a minute, wait a minute…done." Rev said while typing at the keys of his console at a fast but steady pace. The lab back home went active with words appearing on it, 'uploading system copy' and, 'download complete'. The information was instantly put into the ship, which gave it power again. Before they could become one with the concrete the ship went back up.

"Ahh!" He screamed before they pulled up, but Duck still thought they were in danger so he added, "Doomed!"

"Okay! It's smooth sailing from here on out." Tech said, swiveling his chair to see the others. The duck was skeptical and he did not fear voicing his concern.

"Yeah, yeah, yeah. I hope this is the good smooth as opposed to the bad smooth." The coyote did not seem to really listen to that last part. He then decided to calm the others down, in case they were still fearful too.

"Ounce we get through the asteroid belt: we should see our target." He said to them, and as they were passing by the space belt Ace looked out his window looking around.

"If our target doesn't see us foist." He said while still looking around. The speed bird on the other hand decided to defend the canine by that negative comment.

"Hey. You don't have to worry about that, Ace. Because Tech has plotted us a course that allows us to avoid any contact with any large object and if anyone can do that, it's my man Tech." The runner saw that they were currently in the thick of the stationary meteor shower so he added casually, "And besides the statistical probability of an impact of even here in the asteroid belt is fairly minute-." He was interrupted when they were being pelted by those space boulders.

"You want to recheck those numbers." Ace suggested to his comrade after a series of shakes. A few more hit them and that was when the duck looked at his monitor.

"Then, uh, recheck why those rocks are using us for a punching bag?" He said and saw on his monitor several red blips coming at them.

"Well, we do have a big red dot on the center of our ship, maybe the rocks are playing darts." Peter said to them, trying to use his sense of humor to ease Duck's already worried mind.

"Everyone, into your inter-cosmic spacesuits." He said after turning to the others. Lexi decided to try her luck of being a comedian before Peter could say anything.

"Do we get our choice of colors?" She questioned, hoping that he may say 'yes' to that.

"Well, uh, no, but it will keep you from imploding." He said as he stood up, revealing that a section of their seats could double as a pack. He walked over to the center of the ship which a light covered him, and that light laminated him in a sense. "Voila." He said after it was done then with his hands to his chest he added, "And it locks in freshness." The others followed his lead in this order: Ace, Lexi, Spider-Man, Duck, Slam, and Rev.

"Well, I now know what leftovers feel like." Peter said in his comical style after the others were fitted. The yellow member scanned the small cockpit and did not see the violet muscle of the team.

"Wait a sec. Where's Slam?" The leader questioned to the others. Lexi who was sitting at the wall-crawlers seat (which was in between her and Rev's seat) saw the member in question.

"Ha. He's already outside: slamming away." She said to the slightly nervous rabbit. Slam stood outside of the ship, holding a club made of stone.

"Fore!" He said before hitting one of the meteors away. He then laughed a bit before hitting another rock only saying the next number, "Five." As the female rabbit saw this action she decided to tell the others what it reminded her of.

"I haven't seen Slam have this much fun since his old days in the Wrestling." She said to them and watched as one outside used another sports reference.

"Batter, batter, batter. Swing batter!" He was having so much fun beating on the rocks in front of him he failed to see the powered up boulder coming from behind.

"Heads up, Slam." Ace tried to warn the fellow male, but his pleas feel short as the rock from behind hit him. As the devil was floating there he remembered how his life before the big boom.

"And now this nights ragin' fight night of the millennium." The official said after the bell dings and added, "Your favorite Carlos the Conqueror." A man with a blue, yellow, and red wrestling outfit, and with a robotically based left arm stood with both fists raised high while standing in one corner. People cheered once they heard his name; the ref then pointed to the other corner. "Versus the Terror from somewhere: Twisted Spinner." Slam, who was sitting on the ropes: leapt up, slammed onto the mat and gave off a growl of determination. The black and white outfitted man motioned the two to come closer with his arms landing to both sides.

"Remember, fuzzball, MAKE it look good when YOU loose." Carlos said, in a French accent, once the two were close enough. Naturally this champ got away with all of his other matches when his paid them to take a nosedive.

"I'm gonna win!" The Tasmanian argued to the man, he vowed that he would play the game honorably; taking a dive was not the honorable, it was shallow.

"Just take the fall, you furry fathead." The conqueror said angrily, but still with that French accent. The future Loonatic member garbled out an answer which was close to a, 'hell no.' The man seemed sorry for what he said and offered a hand shake while saying, "Oh, excuse me: Mr. Fathead." Slam accepted the hand but was caught off guard when the guy began spinning while holding his hand. The devil grumbled in surprise, but stopped when he hit the ropes and fell forward.

"That's the way you want to play it." Slam garbled in anger as he saw Carlos absorb the praise of the crowd. He jumped up and landed on the opponents shoulders which they stumbled after that for a while.

"Crush him! Crush him!" Some fellow wrestlers said, hoping that their idol: Carlos the conqueror would win. The bad thing was that Slam flipped his enemy right out of the ring: landing into his wrestling cheer squad. Pretty soon after that the Tasmanian heard a boom and then something strange in the sky.

"Huh?" After he, and the others heard the boom. Pretty." He said as he saw the strange assortment of colors. Back to the present Slam saw that Duck to his right and Spider-Man to his left were helping him out.

"Nice going, Slugger. Yeah. You saved the day." Duck congratulated to the big member who wiggled his fingers, in the hello fashion, as an answer. He then saw that Rev, Lexi, and Ace were there as well.

"Let's get him back in the ship." The male bunny said to them before all of them flew into the open door. When they were all inside the stationary aircraft, they took off their spacesuits, and went back to tracking their target.

"Meteor: dead ahead." Lexi informed once she saw something coming into view on her radar. All of them looked out the window and saw the BIG rock.

"Yeah, and it's BIG!" He said to them before they were hit by one of the jagged rocks at the bottom of it. Instead of damaging anything it simply made their vehicle spin topsy-turvy.

"Are you sure we can destroy that thing?" Duck questioned once they stabilized the ship.

"Yes, to insure destruction before it reaches Acmetropolis, I designed this device which will amplify Ace's Laser by a full factor of, you guessed it, googol." Tech said while bringing up specs of a periscope, which was at the base of the ship.

"A goo what?" Danger questioned, not knowing what the member to his right was talking about. His answer came from the master of tongue twisters.

"A googol is a numeral one followed by 100 zeros which was invented by American Mathematician Edward Kasner, born 1878, died 1955. And the reason why they called it a Gogol was because Edward asked his nephew, who was eight years old at the time, what name he would give a REALLY big number." Rev said to him while rocking back and forth on his chair, grateful that he reads any trivia sheets. He was about to continue when Danger, who was board out of his mind by the first word, wanted him to stop talking.

"Ok! Yawn! Really bored now, stop!" Duck said to the other bird. It did make him stop, but Rev was a little mad that the Duck cut him off like that. The team flew up to where they all could see the surface of the enemy space rock and activated the periscope. Ace moved his chair to the scope.

"Here's goes nuttin`." He said as he gripped the bars on both sides of the scope. He then waited a while and launched one of the strongest blasts he ever made through the pole. Outside of the ship the blast continued all the way out of the periscope and hit the edge of the rock; causing an explosion instantly.

"Whoa! Ace, you did it." Lexi said immediately after seeing the explosion. Duck looked at his monitor, but did not see anything good when the smoke cleared.

"Whoa! Ace…you didn't do it." Danger corrected, this caused the whole team to look at their monitors. All of them did not like how the rock survived the blast. Tech looked at it, seeing if his invention did any damage at all.

"That blast only peeled off a layer of atmospheric dust. Impossible!" Tech said to them, and he knew that there was no rock known could handle that kind of punishment.

"Maybe Tech, maybe. But if we don't find another way to stop that thing: Acmetropolis is going to be nothing but a BIG pile of atmospheric dust." Ace said, after adjusting himself away from the scope.

"Guys we got to take out that meteor before it hits Acmetropolis." Lexi said to the others, worried that if they should fail, all of their loved ones will be gone. Duck who was looking through the periscope heard that and used his acting skills.

"No more Acmetropolis? No more gloomy purple skies! Oh, sadness, oh, woe." He said while changing his facial expression from surprise into sorrow; he wept loudly after that, but he grew bored with that. "So what planet do we move to next?" He questioned casually. Spider-Man walked over and gently placed his hand on the duck's shoulder.

"We're not scrap, yet." He said before walking over to the window, and gazing at their enemy. 'Low-life, his folks are probably still down there and he's willing to turn tail.' He thought angrily about the vain member of his team.

"Uh, Tech, something screwy out here…" Ace said to the genius while standing to the left of the green one's chair before adding, "Besides him." And thumbed over to duck; who was still at the scope, which went back into the floor. "First the saucer conked out. Then those asteroids came after us. And now that hunk of rock turns out to be laser-proof." The bunny said while counting it on his fingers and motioning over to the rock the arachnid was looking at. The coyote looked up at him, thinking he had a plan which he did. "Time for plan 'B'." He said with a raised right index finger.

"Next time let's start with plan B." Lexi commented as they all began to stand from their chairs.

"If we do that, then it would be plan 'A', and if that happens then what do we call plan 'A'." Peter said in his comical style, but was ignored.

"We land on the meteor, plant some charges at precise stress points, and then escape before the big kaboom." Ace said to them of his plan while several charges, which looked like upgraded pieces of dynamite when Spider-Man first saw them, came from the same spot as the periscope.

"So, that's what plan 'B' means – plan bomb." Peter said to them, somehow feeling he used a line from a Disney movie. The speed creature decided for his friends to get prepared before sharing the explosives.

"Okay, everyone in your inter-cosmic spacesuits, come on." He said, and they all did. All of them grabbed spare bags from one of the various compartments and started stuffing the bags. Ace was soon done filling one bag to the point of burst before walking over to the only true flyer of the team.

"Okey-dokey, Rev, baby. You're the fastest, so we're counting on you to plant most of the charges." He said with a generous look on his face as he handed the runner the load of charges to him.

"You can count on me, Ace. They don't call me the speed demon of Acmetropolis. But of course I haven't always been the fastest, but that's a different story it happened a long, long, long, long, long, long, long, long, long time ago." He said and thought of his old job.

"We guarantee a free lunch in 30 minutes." The boss said while dropping the bag with the order inside on the pick-up counter. "You have 5 minutes to get there otherwise I take it out of your pay." The fat man with an apron, working as a cook at a sandwich shop said and pointed to the worst of his employees: Rev Runner. Rev saw the clock, and saluted to his boss once he was done talking.

"Don't you worry cookie, I'm on it." He said before turning to the exit. He was soon outside and that was when he added, "Rocket blades don't fail me now!" He sped at their top speed; he even grinded on a passing elevated train for a while. However he may have lost some speed when he ran past some men who were working on a section of the street, but he didn't seem to mind. The bird ran up about 22 steps to get to a man wearing a security uniform. "Quick wrap Sandwich shack, we deliver in 30 minutes or your meal is-." Rev said to the customer, but the human finished it for him.

"For free. My watch says one minute past 12: you're late." The man said while glancing at his watch. Trying to deny that the man may be right the runner tried a different tactic.

"Well, your watch must be fast because-." He was cut off by the same person.

"Better move faster next time." He said while snatching his lunch and going into the building. The speed creature was soon crushed at what just happened.

"But…" He said before turning away and continuing, "But I won't get paid." Just like the others he saw the meteor and was hit by its power, while still at the top of the stairs.

'I'm faster now, and I can't fail.' Modern Rev thought before saying something, thinking that he was still back in time, "You won't have to dock my pay this time Cookie." He then heard a familiar voice.

"Who's Cookie?" Ace questioned, the still space-out bird. After hearing the voice the bird was taken back into reality.

"What? Who? I mean Ace." He said which freaked Danger out a little bit, but only humored the rabbits about him being caught up in his past. The arachnid held an expression of understanding.

"I had the same problems with my pizza delivery job." He muttered remembering of all the late deliveries or the smoothie looking pizzas he delivered. He then felt the craft land onto the surface, the doors opened soon after.

"All right team you know what to do." Ace said as all of them took flight: to different places on the rock. The mallard did not like being there so he just felt like describing his dislike of being there.

"Is it too late for plan 'C'?" He questioned before flying over to his location. The duck landed and checked his radar, to see if he was in the right spot. The one thing that he did not notice was that a wave of cosmic energy was heading straight at him. "'X' marks the spot for the big kaboom." He said after seeing that he was at the right spot, he put the radar away and knelt down. He took out one of the charges and began one of his speeches, "Now the brave space ranger positions his charges if he's off by one micron the entire mission will fail." He said as he shoved one of many of the charges into the ground; not knowing that the cosmic energy was right behind him; the only time he realized something was behind him was when he turned and saw a stone tendril. "Yipes!" Danger said after he turned and saw with surprise at his obstacle. "Oh. Oh. Missed me!" He said as he evaded the tendrils attacks. He then added, "I'm quacking out of here." When he was caught by that rock, but there was a flaw in that plan which he was going to learn the old fashioned way: living it. "Ok! No air! Bad idea." He said in alarm as his body instantly inflated to hot-air balloon size, he then ported back to his suit; which was hanging at the edge since the rock released its grip. "Now, where was I?" He said, and saw that he was in the same spot. "Oh, right." He said and then endured when the tendril slammed him this way and that while he added, "Let go of my suit."

"Ok, let's get these babies planted." Ace said to the purple one who chuckled as an answer. The two were in a big, shallow crater on the asteroid, with their share of explosives. Just like Duck, who did not have time to set his charge, they were attacked by the cosmic energy too. "It's that cosmic energy stuff again." The yellow hare said in alarm after the two of them saw an aura glow pass them by, but this time it turned the ground into quicksand which stopped at their waists. At first, they started to struggle, but Ace decided to make it a bit easier. "Don't move! I'll save ya." He said and shot his optic blast at the rock around Slam's body which freed the devil.

'Time to return the favor.' Slam thought as he jumped high and created a cyclone above the male bunny. The cyclone was powerful enough to free him, and right after that the two flew back to the ship.

"According to our map, we go 20 paces to the East." Spider said as he and Lexi flew into a small mouthed cave. After flying a little ways in they stopped, Lexi double checked: making sure the wall-crawler wasn't messing with her.

"Time to blow you out of orbit." She said and got out a charge. As she was putting it into place Peter wanted to make a reference to one of his old shows.

"Nice one, but I would have said: time to blast you to Infinity and beyond." He said and did the hands on his hips pose. She only shook her head despite that she thought it was pretty funny. That's when his radar detected something, 'Spider sense: again. That means another quake.' He thought and sure enough there was a shaking, but there was also a bright light.

"What was that?" Lexi questioned, this time the cosmic rays made an intense cave in. The two of them used their agility skills and got out, or al least one of them did: Lexi after doing some cartwheels and front flips. "Yeah." She said in praise over what she just did. "Web-head?" She questioned after turning around and saw nothing. "Peter, are you okay?" She added, this time with more fear.

"Calm down, cottontail, I'm alright." Spider-Man said after leaving the caved in cave. He did not have a scratch on him, just dust. "One good thing about spider reflexes: I can even handle a cave-in." He explained as he looked at her, and that was when he was able to see the fear in her eyes. "You all right, Lexi?" He questioned after walking closer to her. The fear in the female fighter's eyes was changed into anger.

"Don't scare me like that, again?!" She yelled out after punching him in the right shoulder. The spider creature rubbed that offended piece of his body and could understand why she would be angry in a teammate sense, but was there another meaning.

"Come on, the others are probably done with their bombs. I think I know how to get there fast." He said to her, and got a raised eyebrow from her, so he went a bit deeper. "Voice code override on pack, access code: Spider-Man." He said to his com-link, and he got a response.

"Jetpack safety's disabled. Warning: circuits will overheat within one hour." The voice said to him, and he had to admit that did care him.

"An experimental analyzing chip Tech put into my suit; have to take it out after this." He explained to her after getting another confused look from her. "Anyways, jets online." He said and that was when the pack gave off blue flames, but instead of taking off he stayed there beside Lexi. "I know that you have a pack too, but this might be faster. The problem is that…" He drifted – unable to complete it.

"Ok." She said with a sigh and got into his arms. "I swear you'd try anything for me to get close to you." She said which made that blue skin of his turn purple. He shook off that warm feeling in his heart, not wanting ANY female to end up like MJ.

"Right then. Jets: maximum burn." He then took flight, heading back to the ship. On another part of the asteroid Tech, stood there ready to put his charges in, but that did not do so well since another dose of comic energy affected the stick he was about to use.

"Uh-oh! That energy field triggered the countdown." The coyote said after hearing beeping from the device. He picked up the now green glowing charge, but it was snatched away by the speed creature of the team, who was done with his bag.

"Be right back." He informed as he sped and grabbed the active charge. Tech looked at his com-link, which showed the time limit, and he did not like what he saw.

"Rev, get rid of that, it's set to blow!" He warned the bird, and the speedy fowl listened up him. Rev made a u-turn and in the arch of that turn he got rid of it.

"You got it." Before tossing it, but the same energy that was giving them problems on the surface was also above them too; since as soon as the charge was in the air it was bounced back by that same strange energy.

"Oh, dear." Tech said in a surprised/dull fashion after he caught it. When the device exploded, it was the inter-cosmic spacesuit that almost kept his form. Rev ran up beside the scientist soon after and decided to talk to him.

"Whoa! Did you see that? It stopped in mid-air, man, Tech, it was that strange cosmic energy. It somehow knocked the charge off course. How do you explain that? But really Tech, thank you for saving my life." Rev said to heap of insulated ashes, which looked at his direction.

"A pleasure as always." He said despite the enormous pain he was in. After hearing that explosion: the bunnies, the devil, and the spider adjusted course and landed over to the coyote and runner.

"Tech, you put the boom in 'kaboom'." Lexi said after letting go of the web-spinner's neck and standing on her own. Ace looked around and saw that they were still one short, so he activated the com-link and used the communicator option.

"Uh, Duck, care to join us?" He questioned with a humorous tone in his voice. Despite what was going down on his end, the mallard could answer the field commander.

"Ha, ha, ha, ha. I'll be right there." He said while still being flopped around. Near at the top of the swing Danger launched an egg at one of his bombs with a, "Yeeehaaaaa!" It exploded on impact, causing the tendril to be destroyed at the same time. He then started a dead-run back to their ship while the others were starting to go off.

"The other charges are about to blow." Tech informed the rest of the team who were already inside their ride home, Ace's orders to fall back and wait for duck, but that did not lessen the team's worry after hearing that news.

"Duck!" Ace said in alarm as they saw the chosen fowl approaching them. Thankfully before his feathers could become one with space he used his jetpack and got inside before the automatic door shut. "Hit it, Tech!" Ace said and they took flight just before the explosion. The explosion created a thick cloud of dust, which they flew through with ease. Ace looked out the window and at his monitor before turning to the others, who were also turned, and said to the others, "Well, what do you know, it worked." He shrugged for the last part, but the canine wiz-kid did not like the tone of his leader's voice.

"You say that like your surprised." He said, his voice sounding totally offended by that lack of faith. Luckily, the team had Spider-Man to try to make any comment funnier.

"That wasn't surprise, Tech ol` pal, it was the sound of relief." He said to his fellow big-brain which he accepted as an answer. In the center of their vehicle a hologram of Zadavia from shoulders to hair appeared.

"Congratulations, team. Acmetropolis is breathing a big sigh of relief right now." After she said that to the group, Danger decided to try to gain some brownie points with her.

"Hey there, boss lady. Didn't think we could do it, huh?" He questioned, wondering if she would praise him on destroying the meteor.

"Oh Duck! I've always have faith in the team. Well most of the team." She answered him, and that was when Peter wanted to add one of his usual annoy lines in there too.

"Was that comment aimed at him or me?" He questioned the founder of the team. She seemed reluctant at first to answer and then she gave a copped out answer.

"You don't want to know." Ace then brought something else up, something that had been bugging him since he first the start of this mission.

"Huh, mission may be accomplished…" He said, looking away from Zadavia before looking at her direction and adding, "But this whole thing has got me thinkin': what was that cosmic energy? There's something big going on, something really, REALLY big." Unknown to the seven, eight counting Zadavia's holo-feed, was a big red and black ship rounding a planet in their sector of space. The pilot of the craft, a cyborg with purple hair, saw the Loonatic's ship on his monitor.

"Twice, I have attempted to destroy Acmetropolis. The first time: I misjudged the meteors affect. The second attempt was just demolished by those so called Acme heroes, but the third time: the third time will be the charm." He said aloud, banging on his console when describing the second attempt and closing his left hand when talking of the third time; he added an evil laugh for his future glory.

"Feel's good to be back home." Ace said once they were all out of the craft. They went about their usual business. "Hey, Pete, hows about a one on one pool game?" The male hare questioned to the arachnid, but he didn't feel up to it.

"Maybe some other time, I think I'll just head to bed after a grab something from the fridge." He answered back and did just that. He did not seem to notice that he asked Lexi the same question and she accepted. 'One of the few burgers from that burger shack survived Slam's feeding frenzy last week.' He thought as he took one and headed to bed. He did see them playing together but he had other thoughts.

'I hope he's okay?' Lexi thought before adding to that, 'He did say something about a monster.' She became worried, 'I'll see about it: AFTER this game.'

"The last time we had an intergalactic visitor we had to deal with Galactis." He said after the door to his room shut. "What if who ever created that cosmic energy is just as dangerous?" He questioned as he took off his outfit. After his suit was off he looked at the window and thought of something peaceful, 'At least Man-Spider didn't happen…yet.' After he wolfed down the burger he thought of one other thing, 'I really should tell the others about EVERYTHING back home.' He then fell asleep on that note.


	9. Chapter 9

Spider-Man is from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Doctor Anton Sevarius and Darkwing Duck are from Disney

Chapter 9

The world is my circus

'I know I told myself that I would tell them of my friends, but I just can't.' Parker thought as he swung through his new city. It has been roughly tree weeks or so since the comet mishap, and the spider had yet to tell his team about his past allies. 'More to the point, how would I tell Lexi about Black Cat without her going ballistic…I mean if she likes me that is.' He thought and added that last part before images of her in MJ's head could be formed. He landed on a building, looking around the quiet city until something big blocked his view. He turned around and saw a strange flying object. "Time to call in the cavalry." He said and went for the com link on his suit, but was interrupted by a voice that sounded strangely familiar.

"Greetings, citizens of Acmetropolis." The voice said happily and then added, "Feast your eyes on the inter-planetary space circus: the greatest show in the universe." Spider-Man could only think of one thing when he heard the word: circus.

'I wonder if the leader of this circus is anything like the one back home.' He thought, reminding himself of the encounter of Maynard Tiboldt: Ringmaster. The memory he had was that of his strong man: Power Man crushing him or Tigra treating his webs like cat toys.

"Meet the spectacular - Galactic Oddities." He said to the people inside the floating tent. "Gathered from every corner in the galaxy for your eye popping enjoyment; you'll be thrilled, chilled and astounded, so run, don't walk to the greatest show in the universe." The ring-man said as he appeared through an elevator in the floor. The man truly looked strange, but the people in the tent only thought him looking like that was all part of the show, so they cheered when he made his entrance. "And without further ado I give you the: Galactic Oddities." He said and through one of the doorways came combos of: bull/elephant, buffalo/giraffe, alligator/bison, eagle/rhino. The elephant combo came right at him, but the headman activated his cane: causing the creature to spin over him and land on a ball; the others did the same – just without the ball.

"That is so cool." A blonde haired youth said to his mother as he watched the beginning; unfortunately his sentence was muffled by the roar of the crowd. All of them watched as the animals ran in a circle around their master.

"These bizarre creatures were seen wondering the Astral Nebula of the Lobracian Galaxy." He enlightened the crowd of where he 'discovered' the beasts before him. The father of the boy heard the info clearly and could only think of one thing.

'That guy must have one heck of a rocket engine to go to that sector, come back, and present them to us.' The group then watched the four balance each other on one small ball. First it was: elephant combo-bottom, buffalo and alligator combos-sides, rhino combo-top. Then after a spin cycle: alligator combo-bottom, elephant and rhino combo-sides, buffalo combo-top; another spin to go back to their first stance.

"Don't try this at home kiddies. Otto the odd is a trained professional." He told them; displaying the fact that while they were watching the four: he was putting his partner on a circular object that had a spiral design. They all saw the elephant reached into a tub of glowing balls, sucked them all up, and turned to the pinned man. Taking that as some sort of signal the ring leader spun his ally while adding an evil chuckle.

'This may actually hurt.' Otto thought as he saw what was happening while he was spinning. The truck based combo unleashed his combo, everyone was waiting for the results, and when the spinning died down: Otto was safe and the spheres were all around him. Soon the show was over and the people were able to go back to their homes; no one realized that the two that gave them that performance: were watching them leave.

"The perfect specimen…" The leader said while sitting in an unknown room and then added, "Hit him with the Sonic DNA scrambler." His partner, who was in there with him, was more than happy to oblige.

"How about a little crocodile in the mix." He said before pressing down on a small pad in his hands. The screen before them showed a blond boy and then skeleton heads of a human and a gator followed by several flashes on the screen showing the boy's skeletons. The boy that was hit with their strange weapon was walking home with his parents and they were almost there, but the lad had to stop for a moment.

"I don't feel so good." He said after feeling something strange come over him. Before anything else his whole body changed from human into some form of crocodile/goat mix. He then let out a bleat and then ran down a road without his parents being the wiser.

"Hon, did you hear something?" The mother/wife of the family said while looking around. Her mate looked around after listening to her question.

"Tommy?" He questioned in a whisper while looking for their son. Spider was still in the city and was just enjoying himself until he spotted another familiar site as he looked to his right.

'A balloon this far up. Guess someone lost track of it.' He thought before landing on the side of a building. He angled his arm and fired a web-line, and thankfully this time the ball of air DID NOT pop; he reeled it to him and climbed down. 'Haven't done this in a while.' He thought after making it to the ground. He spotted a pair of people and went over to them.

"Honey, look there's Spider-Man." The woman said to her man while pointing to the blue triangle hero as he walked over to them. He leaped over the street and landed in front of the two.

"I guess you two lost this." He said with a hint of confusion in his voice. The male civilian took the balloon and filled the hero in.

"Actually, this is our son: Tommy's balloon." He said and then added with complete worry, "And we cant find him anywhere." The three of them looked around and saw nothing. The arachnid tried to remember if he saw anything.

'Strange, I didn't see anyone while I was swinging.' He thought before looking over to his com link and remembered of a new device in the com link. "I could try something that Tech made." He said to them and stuck his arm up. "Scan the area for any other humans besides us three." He said and the device did, but it was unable to scan into the alley that he was beside which is where the beast went.

"Welcome, my new Galactic Oddity." The top-hat man said after stopping the creature with the power of his cane. He then looked past the latest addition and saw Spider-Man talking to the rest of the victims and it was then that an idea hit him.

"According to this there are no other humans aside from us." He informed them after the data appeared on the small screen. He looked over and saw that the parents were even more nervous than before. "Don't worry, I'll find your son; I promise." He told them with a serious tone. The two of them took his words to heart and left, hoping that he could do what he said.

"Hey, web-head, better head back: Zadavia wants to speak with us." Lexi said through his com link. The once solo superhero put his communicator near his mouth and answered back to her.

"On my way cottontail." He then began to swing back thinking of that family, but there was another thought going through his head, 'Why do I keep calling Lexi cottontail?' He was unaware that the other two that was in the alley were back at their home with one of the two feeding the children.

"Hello, my precious, precious beauties." The short one said while pushing a trough of sludge. The creatures within the glass cases were ticked off: not of their forms, but of their captivity. "Time for dinner." He chided to them not noticing a small monkey/chameleon combo ran by until it was right in front of him. "Hey, get back here." He said and gave chase, he cornered it to a corner, but it was able to get away causing the man to trip and fall into some sludge. Otto looked at the elephant hybrid, who seemed to be looking at something other than him, and when he looked at the wall he saw the small critter appear. The chimp landed on his head, forcing him to meet some sludge a second time, ran a little while, and blended into a sliding door: which revealing the head man of the circus.

"Otto, what's going on?" He questioned after seeing his partner covered in that slop. The shorter of the two sat in that stuff and decided to explain the complication of one of the hybrids.

"We should never have mixed her DNA with a chameleon lizard: that's trouble with a capital 'T'." He said to him and then added another question that seemed right at the time, "How'd it get out of it's cage?" He knew that it was in its cage since he took great pleasure in putting her in there.

"I let it out." He said proudly with a bow. He then raised his head and added with confidence, "She'll lead them right to us." He then ended that comment with an evil laugh. The six animals were in the conference room with their hologram ready for their boss to give them their latest mission. After a few moments of waiting for Zadavia's message Lexi decided to kill the silence by talking to the other brainiac: Tech.

"Tech, is that a new toy?" She questioned, knowing full well that he gave off a mouthful of words when anyone asked that question.

"My latest and perhaps: greatest invention –the Gluco Gell 9000!" He told her the name of the gun in his hands and then added the tech behind the gizmo. "The plasma energy core fires an impenetrable gelatinous substance which provides a safe and effective way to trap all enemies." During the explanation the female bunny rested her chin in her right palm.

"In other words: Tech upgraded a glue gun." A familiar voice, Spider-Man, said which he came in through one of the windows in that room. The other approved of his abridged answers rather than the coyotes. The wall-crawler jumped inside and took to one of the chairs; he was grateful that they did not have them named.

"Yeah, yeah, yeah: where's Zadavia?" Duck said in his usual annoyed tone of voice as he sat to Spider's left. The hero knew that duck preferred to sleep in rather than listen. "Did someone forget to pay that Holo-com bill again?" He asked while pointing to the blank hologram. Peter decided to use a low-key to his usual humor by twiddling his thumbs.

"Patience is a virtue duck." The agile bunny said to the mallard, saving the web-head of being blamed. That comment did not ease the duck one bit.

"What are you – a fortune cookie?" He questioned which surprised her a little bit, but this time it was Peter's turn for a return comment.

"No a fortune cookie would say something like: Confucius says black duck will stick webbed foot in big beak." He answered back while glancing at her, and he saw that her expression changed a little bit. Ace sat down and understood what the duck meant.

"It's not like her to stand us up. Are you sure we got the time right?" He asked since he knew how that woman liked to operate, and he knew that she preferred business that pleasure most times.

"Put a sock in it guys. I'm hearing something I don't like." The echo sensitive one spoke after getting an ear full of a new sound. She looked to Peter, since he lived for pranking them, but he was lounging in his chair with his feet up.

"Please." Danger said to her, not liking her: Miss know-it-all routine, and walked over to the starving member of their group. "It's probably the sound of Slam's stomach gurgling." He told her with a wink and holding the bottomless pit's stomach. They all then heard an animalistic howl in the room.

"Told you." The gymnast said proudly to the others. On the far wall the same monkey/chameleon appeared before them and then shouted something in its foreign tongue while pointing to the door. None of them knew what to make of that thing, but the mallard responded in fear.

"A hideous beast is invading HQ: RUN FOR YOUR LIVES!" Duck yelled to the others before seeing the others calm and raised eyebrow expression so he decided to change it, "I…mean…attack; ATTACK!?" He shouted that last part as a recovery and pointed to his target. The head bunny saw the fear in the creature and decided to step in.

"Wait a sec, duck." His words were ignored as the water fowl threw an egg storm, but the arachnid had a feeling how that was going to end.

'He should have known that his plan wasn't going to work.' He thought as he watched it back flip and then disappeared on one of their walls. 'I've fought Conner's when he was the Lizard and Beast has been mistaken for an ape-man.' He added to his thought before catching Danger Duck enhance his ego.

"Once again, I have saved the day." He said to the others while punching into the air. None of the others believed him since they, just like spider, saw it dodge.

"Duck, give me a break." Lexi spoke for all of them, what they were thinking. Unknown to them was that the chameleon creature came over to them from behind by walking around them. The 'hero' saw the blonde and brown creature appear and intercepted it by quacking behind Ace.

"Watch out." He said before he quacked, not knowing Ace sighed for his friend's energy, and once the mallard was bending over to grab the creature. Their visitor on the other hand jumped over the duck's head, causing him to shake his head, and landed into Ace's waiting arms.

"I think it likes you Ace. She said to her fellow rabbit with a big grin. He knew that she spoke the truth since the creature seemed a lot more calm with him, and without it moving around he saw something around its neck.

"Hey, check out the collar Lexi." He informed her of his find. He then waited until her and the others were watching before flipping over something that was on the collar. "It's from the space circus." He said when he saw the writing: Space Circus Union# 3635.

"Wow, a Galactic Oddity." Lexi said in surprise and then her softer side added, "Poor thing it must have escaped and gotten lost." As the others were thinking of what to do with that thing now that they knew what it was: Duck was the one that opened his bill.

"Eww, don't touch it. It's probably infested with intergalactic blood sucking fleas. I say we get rid of it: pronto." He said and just that first part was all the wall-crawler needed to open his mouth.

"But you had those kind of fleas after the fuz-z moment and we kept you." He said and during his comment the yellow bunny saw the combo animal shake its head vigorously in the 'no' fashion.

"I say it's time to take a trip to the Big Top: let's jet." The field leader said to the others and got ready to leave, but was stopped by Spider-Man who jumped over them and landed in front of the door.

"Hold it guys, before Ace gets rid of his hybrid pet how can we carry it? Even though it likes Ace's arms the most." He said to them and he could have sworn that the last sentence actually caused the creature to look around in an embarrassed fashion.

"I've got just the thing, it's a specially designed…" The canine of the group started to talk, but stopped when the speed warrior was no where to be found. With the sight of a returned red dash he finished his comment even though the bird already had the item he was talking about. "Cage for small creatures. Thanks Rev!" He said while snatching the gold colored cage from the bird's hand. Normally Rev would reply with words or phrases of 'Your Welcome', but his mind was currently on the Space Circus.

"Your going to be okay." Ace said while petting a section that was fur through the fur. He looked at the others and the said, "Now, let's jet!" They went over to the exit hatch, put on their packs, but their field leader had to say one last thing, "Duck you hold this." He gave the mallard the cage and flew off before the duck could say anything as a reply.

'Why? Why does this feel like a bad idea?' Peter thought as they flew over to the floating structure that he saw earlier. He could tell that one in particular of the team was really enjoying this delivery.

"Maybe we'll get free passes to the Interstellar Orbiting Space Circus for doing a good deed by returning a Galactic Oddity to its home. Oh, Yes! I love the circus there's so much good stuff to eat: candy, and popcorn, and delicious taffy – that would be totally sweet, sweet, sweet." He said to them as they flew, landed, and took of their packs. The monkey creature chattered in agreement for despite its present predicament the person under the scale and fur did enjoy the circus too.

"Hey! Zip it, Lizard Lips, this is all your fault." Duck said to the small wonder. He decided to ignore the laughter that came from Lexi and Peter.

'I better help that thing out before Duck puts an egg in there or something.' Tech thought and used his magnetic powers on the cage to lay it down gently on the ground, and after he pressed a button on his com link the door of the cage opened. "Your free to go, little one." The brown/green furred genius said in a collected tone. Most of the others could see how frightened it was, like it REALLY didn't want to be there, but not Danger Duck.

"You heard him, Chimp-zilla! Shoo! Scram! Buzz off!" He shouted at it and began to stomp to the cage. This caused the creature to leave, but it stopped at the door and began to jump up and down for a little bit while shouting in chimp term 'follow me'.

"I think she wants us to follow her." Ace said to the team and they all followed the little combo inside in this order: Ace, Duck, Spider-Man, Lexi, Tech, Slam, and Rev. The group found themselves in a hall but the long eared leader kept his sights on their friend until something caught his nose.

"Somethin in this place smells fishy." He said to the others after sniffing the air. He looked over to a water tank and added, "Oh, that would be you." He was currently looking at a creature that seemed to me a combo of a camel and an eel. They all were looking at the creatures until they spotted theirs, but just like before faded into one of the walls.

"Security – go and retrieve our new stars." The leader said as he saw the Loonatics on the monitors in a secret room. 'One of my contributors has asked for a special combo for you.' He thought as he stared at the female who was on a monitor by herself. A pair of doors opened revealing creatures on their hind legs and a combo of: vulture and rhino.

'These guys must be bad.' Peter thought as he saw the small critter go out of chameleon and cower in a corner. The speed creature paid no head in terms of the little one and decided to roll with one of his ideas.

"Maybe these guys can help. We have your lost friend, can we have free passes to the circus that would be: sweet, sweet, sweet." Rev said to them and it was at that time that the other flier decided to put his two cents in.

"But first: take back your fuzzy lizard thing before we all catch Monkey Flu." Danger said while grabbing their friend by the tail and holding it up to them. The rhino creature smiled at what he was doing and the fact that the monkey was trying to bite the duck. A second creature of the same combo walked in from behind the first and then punched the duck. The water fowl went flying into a crate, which broke instantly, and the monkey landed to safety.

"Hey, what's the big idea?!" Danger demanded after he got out of the remains of the box. "Okay, now you've asked for it." He added before getting out of the pile of wood and got ready to fire one of his eggs. "Eat egg, wise-guy." He said after creating one he threw it at the one that hit him.

'What is that?' He thought with a surprised look on his face before getting hit. The twister maker decided to get in on this by creating twister legs and attacked the other one, knocking him down in one move. Lexi saw the first one had gotten back up and was charging, but she was ready to put him back down. She ran a little ways, jumped forward and brain blasted him; she landed in front of the collapsed body: feeling proud over what she had done.

'You pink furred witch.' The other guard thought as he rushed at her with hands forward, but his attack did not reach her. At that moment Spider and Ace gave him a combo kick: Ace's right and Peter's left, through the doors that they came from.

"And in the center ring…" The lead bunny said after walking to the hole to see what was inside. The leader saw them go inside, but he was not nervous about it, he was actually anticipating this.

"I've waited a LONG time for this moment." He said as he watched them and added an evil chortle for the fun of it.

"What, no clowns?" Lexi questioned as she and the others entered the room. The other bunny decided to add his own traditional circus reference.

"Nope. Not even a dancing bear." The fact of that and of that device before them excited the leader, since he often wondered the origin of these oddities. "Fascinatin." He said with a smile and then walked toward the device. "Tech, check out the hardware." Ace said to him, and when they were close to the chair to the main console that was exactly what he did. "How's the hacking, Tech?" He questioned after a few moments since he knew the coyote was fast when it came to typing on anything.

"Genetic manipulation codes." He answered back and then continued while presenting images of DNA, "Human mixed with every animal on the zoological spectrum. It's an experimentation log – a very disturbing one." He was not happy that someone was using the gift of science in this manner.

'No way in hell is that doof here!' Peter thought after he heard the words: genetic manipulation, human and every animal. There was one man back home that was into that sort of thing, the same man that turned innocent people into gargoyle like wannabes – Doctor Anton Sevarius.

"Let me get this straight: these freaks are human." Lexi said as she saw an image of the latest human victim. Her comment only made Peter's blood boiling even more. After he fight the clones of his friends and heard the torture the humans to gargoyles had gone through he vowed no one will have to suffer like that. In his pursuit of anger he failed to feel his spider sense and had to hear it from the leader.

"Watch out! It's a trap!" He alerted the others when the door they came from was blocked with a new one. With that seven separate tubes were successful in containing them.

"These cylinders must have been designed to withstand our individual powers." Tech said in a muffled voice as he tried to get out with his ability, but nothing happened. If being captured wasn't bad enough they saw one of their tormentors.

"Brilliant observation." The ring-man said as the other angled the tubes so the Loonatics could properly see their captor. "They don't call you egghead for nothing." He added with a cruel sneer.

"That's Doctor Egghead to you." The coyote said angrily, now seeing who it was that was misusing Science he was even more ticked off.

"And what's your name, Fancy-pants?" Ace questioned their captor of what his name was. The man in question wasted in time in answering the question.

"They call me the Ringmaster." His proud statement ended with him leaning toward the male bunny. Ace was not impressed by the name, so decided to answer in a way like Spider-Man would.

"Doesn't ring a bell. Ya might want to hire yourself a publicist?" He offered and then glanced at the blue member who was near the center of the mechanism. He spotted that the arachnid gave him a thumbs-up: liking what he said and added to it.

"Come to think of it I think I heard that there were a few camera crews there, at his show, but they all thought he was a little crazy, so they decided against it." Both the spider and the rabbit were getting on his nerves so the circus man pointed a finger at the seventh member.

"I am the greatest showman in the universe!" After he said that he went from a pointed finger pose to an arms across his chest pose while adding, "And you, my friends, are about to become my new opening act." Once those words left his lips he gave off a laugh.

'Man, this guy practically has the madman's laugh too.' Peter thought and added, 'Just another reason to kick his butt.' He knew that the case was built to handle his powers, he and the others in there cases got comfortable while the two men began working on that strange device.

"Hey, Ringo, what's with the carnie contraption?" Ace questioned after sitting in his cylinder. The villain answered the captured animal with a simply selfish purpose.

"I'm always trying to improve my big-top, so I had this device built to accommodate your unique genetic makeup." He answered and walked over to a screen that had Ace's outline with his DNA. The others including Spider each had one. "It will manipulate your super-powered DNA and transform you into monstrous hybrids under my control." He finished his statement. For each of the screens it showed two outlines of animals for each hero. None of them approved of this guy's idea and it was their strength that told the man.

"Your nothing but a psycho!" Slam shouted at him in his tongue. The others could not tell what most of the words were, but they knew they heard: psycho. The member to the devil's right followed his statement.

"Ugh. I'm with ya Slam." Lexi said and it was at that time that their tormentor decided to try to defend his intentions.

"I'm not clinically insane. I'm a master performer." She said and then turned to the arachnid and said to him, the others to, with evil glee: "By the way, this is going to hurt - a lot." He turned from the hero to his partner who was more than ready to flip the switch. "Otto, proceed." When that order was given the short villain pulled the switch to him and the sphere floating in the center began to pulse. While the devise pulsed it sent powerful blasts at all of the tanks.

'This really sucks.' Peter thought as he saw the others also getting the same treatment. Rev, Tech, and Ace to his left and Danger, Lexi, and Slam to his right. Despite the pain of feeling his body slowly changing into its new form, again, a thought crossed his mind, 'I just hope we can reverse it.' His thought referred to the Labyrinth clan and how they are forever like that. Unknown to the arachnid their field leader was not ready to throw in the towel.

"Tech, your gluco gel thingy?" Ace said after glancing in the other container and saw the canine's holder. The egghead prepped his gun and then tried to aim it. Despite feeling his body still changing he was able to concentrate.

"Here goes nothing." He said and fired it into the hole that was the cause of his discomfort. Surprisingly the glue flew through the pipe and covered the ball, but that did more harm than good.

"Otto! Otto what's going on?" The tall man questioned after he saw sparks coming from the device. He could see that his partner was freaking out over what was going on so he had a feeling that it was really bad.

"He's gumming up the machine." Otto said to him before the whole thing blew. The explosion caused the doors to fly off, the enemy to fly out of the room, and free the Loonatics, but there was a slight problem with that last part.

"Aah! Unh. Ooh, what was THAT all about?" Lexi questioned after a mysterious blue typhoon died out. It was at that moment that the team saw that their bodies has changed. Ace: Cheetah/Deer, Rev: Pig/Bat, Tech: Alligator/Zebra, Slam: Lion/Chimpanzee, Duck: Antelope/Gorilla, Lexi: Frog/Skunk. All six of them were looking at a certain new body part: tails, antlers, ears, and head. They ignored their new look and got ready to fight him, which was good since he too stood up.

"You wrecked my Sonic DNA scrambler, spoiled my new attraction, and I'm not sure but I think I chipped a tooth. For that you will pay most dearly." He said, listing the things the team did to him. He stopped a couple of feet away from them, just in case they became more violent. His worry stood true when one of the creatures spoke.

"Ace, give him a laser blast." The skunkett suggested which he tried to do. His eyes light up like they usually do when they use their powers, but instead of his eyes he felt something come from his hands. He glanced down and saw two sphere which out of fear he dropped to the floor causing them to splat. With his powers out of whack the leader turned to the lion.

"Slam, give `im a Tornado Punch!" He said to him which the former devil got into the stance to start one, but his brain suddenly started to feel really weird. That strange feeling caused him to stop what he was trying and shake his head in a combo of clearing and to stop the sudden headache.

"It's time for you to get in the center ring NOW." Ringmaster yelled out, not giving them a chance to figure out what was going on. He then raised his staff which glowed and opened up the cage doors. The creatures ran out just in time to hear their order, "Attention, Galactic Oddities, round them up! All of them!" That order given the beasts that were once human did just that.

'I know I must look like a real freak, but I can't hide and watch this.' The seventh one thought as he was the army against the six. Spider opened up his wings and took flight: heading straight for them. He got there just in time to see Ace create an egg and toss it at a croc fusion, but it only added orange to his green face.

"Uh-oh! I hope you like your eggs sunny-side up." He said when he saw that the attack failed. The creature let out a roar and kept charging. "Heh, heh, guess not." The cheetah creature said and tapped into the quacking ability causing the opponent to hit noting but air. After dodging the attack Ace appeared on the rhino combo, the Ringmaster's back, and into the gorilla creatures arms while saying in fragment form, "This…is…totally ridiculous." The former mallard did not like what the leader said about his abilities.

"Excuse me!" He shouted while swinging his fists into the air. He stopped for a moment when he saw the pig creature of their family was running from magnetized metal objects. "My powers are not ridiculous." He protested while the new Slam was dealing with an elephant-octopus. He dodged a few of the tentacle punches and then tried a brain blast, but it blasted Tech instead; the octo creature sucker punched him while he was confused. The lion hero hit one of the arches and fell to the floor in discomfort.

"Uh! Aah!" Slam yelled after reaching the ground. Even while in plain sight none of them attacked the Spider, so he decided to make himself known.

"Here goes nothin." He whispered before dive-bombing the bison that was chasing his friend. The beast was knocked out the moment his fists met the skull, but the arachnid could feel something wrong with the attack. 'Better make sure this guy is still breathing.' He thought and walked over, ready to search for a pulse, but did not know about the second bison creature.

"Don't worry, Spidey, I got this." Lexi said as she jumped in front of the seventh one. She knew it was him because just as how their triangles stayed with them so did the spider logo on his back. She then focused on her opponent and tried to give it a roundhouse kick, but instead created a twister that covered all but her head. "Whoa! Ohh! Ahh!" She said when that happened. The former human backed down when it saw that and Spider-Man slammed his hands and new feet to the ground so he did not fly away. Instead of staying put she went off and hit Tech. The mutated brainiac, who was just now coming to from the brain blast, was caught off guard and slammed into a wall.

"Yeow!" Duck shouted when the genius slammed onto him after hitting the wall. As soon as the gorilla creature hit the ground it activated his new laser vision for a while, but it was long enough to hit Rev. With him now as ashes the tools that were chasing him fell harmlessly to the ground. "Rev!" Danger said as soon as he saw what he had done. He ran to the pile and added in a sorrowful tone, "Rev, pal, buddy, speak to me. He's gone and it's all my fault. I'm sorry for calling you a disgrace to the bird community, I'm sorry for stealing cookies from your secret stash." He was truly sorry for the accident until he heard a voice.

"So, you're the one! I always suspected it might be you, but how could I go right out and accuse you like that without any proof. Man, It's been bugging me for months! I don't know why I'm surprised. Duck, If I had to pick one teammate who would stoop so low…" The voice, being the regenerating Rev, shouted at the mallard in anger.

"I liked you better when you were a smoldering husk." Danger said to him after getting over the initial shock of seeing his friend come back from the blast. Their conversation was put on hold when they saw one of the purple rhino creatures coming at them. Rev was able to get out of the way, but not Duck. "No fair hitting-ow." He complained with his back to the creature. He then was hit and hit the wall he was facing. "Yuhh!" He yelled once he met his target and then added, "Now I'm quacking mad. Feel the wrath of my laser vision! Nyaa!" After making that proclamation he fired them, but his aim hit nothing.

'This might be bad.' Parker thought after recalling what Scott's eyes could do when not contained. His suspicions were confirmed when Danger was shooting at everything, but not out of evil.

"Help! I can't control it!" The former mallard said to them with the blast still burning bright. Ace back-flipped one of the blasts and decided to give an order to the current optic-blast holder.

"Yah! Duck close your eyes!" He ordered which he did, and that did stop the blasts. Feeling that in their new forms and switched powers they would only be captured again the other mutant bunny offered something to the leader.

"We can't keep this up. And this Fifi La Fume look definitely is not me." Lexi said while placing her scaly hands near the pink colored triangle. The team leader knew that she had a point, even though he did not like living up to the stereotype class of his color, he had no other choice.

"I never thought I'd say this, but haul tail." He shouted to the others. In instinct Spider took a few steps and then felt something in his own hands. He balled them into fists and slammed the floor, they gave off some form of electricity when they hit, but they did not know how; thankfully the spot he hit held nothing but a hole. Most of them jumped right in, all but duck.

"Where?! Which way?!" The mutated mallard yelled out pacing around with his eyes still covered. Ace grabbed his shoulder causing the gorilla to shout, "Yikes!" The leader of the seven creature through him into the hole causing him to say, "Yahh!" Ace followed right after him, and in the dark looking up he could see that the eagle/rhino guards were at the other side of their hole.

"What's going on here Tech?" Ace questioned while they were wondering through the catacombs of the flying freak house. Truthfully all of them wanted good news from this egghead.

"My Gluco Gel 9000 destroyed the Sonic DNA Scrambler." He answered back, praying that would be enough, even though he knew that it wouldn't.

"But not fast enough. I mean look at us." Ace said back and then looked at his cheetah skin. The reptilian one added another piece of the obvious.

"It also mixed up our genetic codes which explains…why we've switched powers." He then looked at the seventh fighter who was looking at his reflection.

'Aside from the Loonatic markings, and the wolf head, everything seems to be exactly like the others.' He thought as he stared at the wolf face. He then glanced at the reptilian canine and had a feeling what else he was bound to say. "Your probably thinking that one of us would have our whole powers, and your wrong." He told all of them, and they wanted to know what he meant. "I've used my powers for so long so I know how it feels to use them." He added and then thought of who would have what.

"What's wrong?" Slam questioned when the seventh warrior just stood there after he said that. Without warning he shot a blast of electricity from his right hand, and even with his big form the strongman of the team was able to back-flip perfectly.

"That was a test to see who has what, and it seems you have my spider-agility." He said defending his actions. He saw the fellow bat and an idea entered his head. "Rev, climb the side of this sewer with nothing but your hands and feet." He said to the current magnet-man.

"Sure thing." Rev said and began to climb. He was amazed to see that he was sticking.

"Wall-crawling power goes to Rev." He said and then looked at Tech, and knew the irony if he was right. "Tech, you know my finger pose of webbing, I want you to try it." He offered even though he had a feeling that long-eared egghead would use logic.

"Spider-Man, you know that that power is artificial." He said in a level headed tone. Peter's eyes went solid white and a bestial growl erupted in his throat causing the former canine to rethink his sentence. "But…nothing ventured nothing gained." He said and did as he was offered only using one finger. To his surprise: it actually worked, but he did not swing; he simply let it go.

"Your turn duck." Pete said and fired lighting bursts from both hands. About that time he had opened his eyes, grateful that the eyes were back to normal, and turned his attention to the chimp sitting on a pipe.

"Hey, Monkey face! This is all your fault!" He shouted and tried swinging his fists at the smaller monkey. He was able to do that and dodge at the same time. Aside from the blasts it was the raspberry that made him angry, but the blasts he could stop. "Excuse me!" He shouted and just like that he stopped.

"My spider-sense too." He said and then turned to Ace and had a feeling what would be his. "Ace, could you do me a favor and have your back to me." Not wanting to disappoint him he did so, and waited to see where this led. "This may hurt." Spider said and threw a punch square to the back of his head. A form of impulse hit the bunny causing him to dodge the punch and throw the hero over his shoulder and to the ground.

"Sorry, wolf-boy, I don't know what came over me." Ace said in an apologetic tone. He was speaking the truth since it felt everything just slowed down and his body felt like it was acting on its own.

"I know what it was: spider-reflexes." He answered back and knew what that left him with. "Not to sound lazy but, Lexi, care to give me a hand." The skunk walked over, took his hand, and raised him, but was not prepared for what came of it. "WHOA!" He yelled out before using his claws to stop himself of being flung through the passage.

"Spider, I am so sorry." She said, and got a big wolf grin as her answer.

"At least now I know who has my: spider-strength." He said in a praise tone of voice. He and Rev climbed down to join the others, and then the group set off again. None of them knew what could be the bright side in all of this, aside from each of them having a genuine piece of Spider-Man.

"Well, look on the bright side. It can't get any worse than this." Lexi said, trying to raise their spirits even though Danger was still trying to hit the cause of their current forms.

'Oh man, now a headache.' Duck thought when another surge of pain was at the back of his head. He did not know what it really meant and could really care less. The others on the other hand stopped when they saw ripped in the stream beside them, and when they did notice it they saw that it was a gorilla/snake creature. Before Ace could try out spider-reflexes they were all coiled caught by this predator.

"You had to say, didn't ya." The field leader said to the skunk as they were being drawn to the beast's mouth. All of them were trying to bust free, but even Lexi was having a hard time.

"Ace, what's the plan?" Duck questioned as he tried to use his form's natural muscle to break free. The used to be rabbit tried to think and then saw the lion to his left, and knew what to do.

"Who's got Slam's power?" He questioned the seven and got a smug answer from the fuzor to his right.

"Ooh! Hey! That would be me!" Lexi said to him and then created a big twister, and when the top of the tornado got to the other fuzor's face she hit it ten times or so before it went down. "I am so grossed out. That gorilla snake licked me! Yecch! I'm gonna need a hot bath quick!" She said after the twister died and they were free. Slam helped her to her feet and told her a fact about himself.

"I like slime." The others were just now getting up from their spin, and all of them did not like their new bodies.

"We need to come up with a plan and fast! I can't live like this." The zebra fuzor said before looking at his gator tail. He looked to the big cat before him hoping that he had an idea.

"All right, the way I see it, we need to rebuild the Ringmaster's Sonic DNA scrambler, and reverse the transformation. You up to it." The cheetah fuzor said finishing with a wink since he already knew the answer. The fellow fuzor dug in his pocket, grateful that their suits were one with them, and pulled out his small computer.

"Normally, it would take me at least two days to reconstruct a machine of that magnitude, but with Rev's super speed, I need, say, oh…five minutes?" Tech said back while activating four screens, each with different info, and then grouped them into one: presenting the device he was going to make.

"Ok then make it four and a half." Ace said, knowing that he could do it by then even. The group then went searching for a way back to the surface, and luckily for them they had an expert. After a ten minutes of searching they came to a tunnel going up.

"I'll go first." The wolf fuzor said before climbing up with his claws and lifted up the cover just an inch or so. 'Time to put this sniffer to the test.' He thought before taking a few whiffs of the air and smelled no danger. "It's clear, come on up." He spoke to them before climbing up first, and when they all got out they instantly headed back to the lab.

"Ace, those hybrid creatures have amazing hearing. We don't want to get their attention." Rev warned the leader while they were trying to be sneaky even though it was that warning that tipped the guards off. "Uh-oh." He added when he realized his mistakes. The seven took a battle ready pose before them, but fighting was not their goal.

"Go, Tech, we'll cover for ya." Ace ordered to the current speed creature. Tech fired a line in combination with Rev's speed to get around the guards with style. The other six were put under fire by the guards beam weapons. Slam tried to use his new brain blast powers, but couldn't get his aim right.

"Golly…" He said in anger, angry that he couldn't get a handle on his new power. Lexi saw his efforts and decided to go with an idea that he would like.

"Slam, concentrate. Pretend he stole your lunch, and BRAIN BLAST him!" The last part she shouted for emphasis, but before he had a chance to do so the wolf added his own part to it.

"And don't forget: you do have my spider-agility, so do it with some style." The devil-lion nodded with a grin at his suggestion. Slam took a few steps followed by a leap straight up, and fired a blast straight at the guard on the left. Ace saw this display and gave the info to the one who had his powers.

"That's it. We can beat these guys if we work together." He said to duck and the gorilla fuzor began shooting at them and was able to hit one. As for Tech, who was still swinging, made it to the lab, and saw that the ringmaster was trying to make it work.

"Give it up." Zebra creature said, but knew had a feeling that he wouldn't.

"You!" He said bitterly and activated a whip accessory to his staff. When that was drawn he tried to attack the reptilian egghead, but failed.

"Too slow!" Tech said after dodging the first attack. "Missed me." He said after the second attempt, and just like his way in he was using Rev's speed. "Try and get-aah!" He said while using a web-line to grab the weapon, and he also let the webbing back into his wrist to make it easier for him. "My turn." He proclaimed happily and used the piece of gear against him.

"Aah! Ooh!" Ringmaster said during and after feeling the whips attack. He ended being lying against one of the walls: unconscious.

"THAT is for calling me egghead!" The zebra-man said after breaking the handle of the whip and tossing it at him. While he went to work the others were finishing up with the guards. Rev put his wings to good use and flew up pretty high, and used his temporary spider powers to cling to the wall before tapping into his limited magnet power.

"Nighty-night, lights out, sweet dream, see ya." Rev said to him after tossing an entire light post at a couple of the guards. Peter decided to put his wings to the test.

'Here goes something.' He thought and charged straight at one of them, but not before getting Lexi's attention. She watched as her…friend flew right at one of them and went with him. The guard saw him coming and tried to blast him, but he was able to dodge. 'Got to time this just right.' He thought: forcing himself to stay on target. He charged up his claws with the energy within him: ready to give him a jolt, and at the last second he stomped onto the ground and stared at him. The opponent did not know what to make of this strange behavior. Spider saw that he let his guard down and he heard a familiar wind which made him go up with one big leap. "Fake-out!" He shouted, snapping the creature out of his thought.

"I can't believe that worked, wolf-man." She shouted at him after her attack was done: The attack was that of Lexi's legs becoming a twister and giving the rhino-man a punch with the strength of a spider followed by a double-fist slam by Spider-Wolf. He gave her a thumbs-up while still in the air, but as the two were congratulating one another they were unaware that they were being watched.

"My, beauties!" Otto said after he saw the centurion fall. The short man was angry that they were damaging HIS creatures which meant that he may have to get his hands dirty.

"Huh. Reconstructed in under four minutes flat." Tech said as the device he was working on appeared in one of the functioning energy beams. "The Genetic Descrambler ready to re-scramble." He added after he took it from the beam and put the metal glove on his right hand. He then walked out of the lab, trying to decide on who to go with first.

"Tech, I see you found the reverse switch." Deer-Ace said as he and the others got into the hall; only to see that he was already almost done. 'Guess super speed has its perks.' The leader thought as he watched the zebra change an elephant back to it true kid form.

'Last one.' Tech thought after a mental sigh. He pointed the glove at the gorilla snake, lit up his eyes, and activated the device. In a blink the kid appeared in the big cage: undamaged.

"All right guys, time for a group photo." Spider-Wolf said as he landed behind the six since he hoped they were next. The green skinned egghead raised his arm and let the gloves powers change them as well. "Good to have my normal face back." He said as he made sure that he no longer had a muzzle. That is also when he saw that the monkey that brought them there got hit with the reverse sound waves as well. 'Let's see who you really are.' He thought and got his answer in a red cloak.

"I'm back, hello duck." She said to them: the first part was of her usual calm tone, but the second part had an edge of anger in it. As soon as he saw the founder in the spot where he heard a monkey sound he got REALLY, REALLY nervous.

"You mean, all along, that monkey thing was … uh…heh, heh. " Duck trailed off when he felt the boss' eyes bore right through him making him even more nervous. "You never looked better." He said hoping that a compliment would ease her anger.

"We need to talk." She said calmly to the insulter of the team. The mallard was praying for some form of miracle to get him out of her sights. As if lady luck was on his side their foe was groggily walking into their hall; he saw them and attempted to run.

"Sorry, love to chat, but gotta stop Ringmaster." He said with a panicked gulp, and then he and the others gave chase.

"Uh…ehh…ahh." Ringmaster said while he was fleeing from the heroes. Ace saw him making a break for what he guessed was an escape pod, but he did not want the villain to leave so he fried the access panel with his heat vision. As soon as that was destroyed the door immediately shut in front of him. He turned and saw that they were ready to kick his butt in this line up: Duck, Tech, Ace, Lexi, Slam, Rev, and Spider-Man clinging to the wall.

"And that's a wrap, circus boy." Ace said, once again trying to be like Spider. The fellow bunny decided to finish his statement.

"The show is over." She and the others were ready to kick his butt over what had happened to them. The problem was that the Ringmaster was not their true target.

"No. Actually the show must go on." Otto said, coming out of the darkness. The Loonatics got out of their attack positions and just stood there: all but Spider-Man who still stuck to the wall.

"What are you talking about Gnome man, don't tell you brought over your circus freaks here too." He said in his comical style, but was completely ignored.

"For we have one last surprise. Feast your eyes on our main attraction." He said while pulling out and pointed a pocket sized DNA scrambler at the Ringmaster.

"NO!" The man screamed before he was severely altered by the waves. A seriously ugly yet cool looking chimera stood before them, and just like the kids: he too could not speak English. "The Ringmaster's only the face of this circus. I'm the real brains under the Big Top. HE works for ME." He informed them while pressing a few buttons on the small device.

"Attack!" Ace shouted and blocked on of the tentacles that make up his feet. It did not destroy just gave enough pain to force it back. While the others had its attention Tech, with his gauntlet, ran to a different spot, and tried using it.

'We can take this guy on faster if he was smaller.' Tech thought after he activated it. With his attention on his own task he failed to realize one of the tentacles coming at him until the last second; it knocked the glove out of his hand, and before he could reclaim it the monster smashed it: making it useless for the genius. "NO! How could I have let this happen?" He announced in anguish when he got to the destroyed device.

"I control this circus." Otto said watching with evil glee over what was in front of him. Duck tried to use himself as a distraction by using his quacking powers: which he was grateful of having back.

"Silly monster, your tentacles are no match for…Danger Duck." He said to the opponent through four quacking spells before seeing the wrong end of his fist heading for him. "But your fist is a contender." The mallard said while laying in a small crater. Spider-Man saw him and only one thought entered his mind.

'He seriously needs to consider changing his name to Darkwing Duck since that's what would happen to him.' That's when he saw the purple furred bruiser tear away a massive yellow claw from the monster. The instant it left the body a new one took its place. Finding no other use for it the devil chucked it back at the owner, but he bounced the object with it's left claw causing it to skid and force Otto into the wall behind the monster.

"Whoop!" Slam said to himself after seeing what had happened, but luckily he had someone with a sense of humor to ease him for a little bit. Peter leaped from the wall and landed behind the Tasmanian.

"You aren't having any luck with the whole 'dismembering' thing are ya?" The purple member knew what he meant, since the golem pulled about the same thing on him. Their conversation was cut short when they heard the Odd one speak from beyond the claw.

"What have you done?" He said with the hint of him wanting to cry. The arachnid looked at the former human let out a roar and at that second his spider sense flared up.

'Never thought I'd be so grateful to have you back.' He thought before firing a web-line, swung on it, and scooped up Lexi before she was barbequed. Using the same line he swung back to the coyote and the male bunny.

"Guess you can't keep your hands off me." She whispered to him before the two landed causing him to turn purple. When the two touched down the pink one added, "Now I'm getting annoyed." The one that made the reverse switch knew an alternative of what they could do.

"Sound waves caused the DNA transformations. We need to create a sonic boom." Tech informed their field leader this. Ace knew that there was a comment bubbling in the web-head's head of a comment so spoke the moment he heard that.

"Sonic boom, huh?" He questioned and the looked at the true twister troublemaker and added, "Yo Slam, twist and shout!" The hero in question created twister legs and headed for the chimera. He spun so fast the tornado came up to his lower two arms. "Ok, Rev, your turn." Ace informed while pointing at the purple cyclone which Rev added red to the purple making the tornado circle around it completely. "Now, hit it hard!" He shouted which the remaining five attacked with green, pink, and yellow energy attacks, orange eggs, and impact webbing.

"Aah!" The returning human screamed as he felt his body return to normal. The guys continued their attack for a little longer: just to be sure.

"Now, back off, Loonatics!" Ace said after stopping his attack which the other four did as well. "The sonic vibrations could sent the big top out of the sky." He informed the others as they went to seek shelter while Rev and Slam kept spinning. The bunny was right as the first explosion was in the twister followed by several others: one even blew the top off of the big top. The two stopped their attack when they saw the man was back in his true form.

'Dude…I rock.' Slam thought with a grin after he stopped. The others were making sure they were safe from anymore explosions, and as they were doing that Danger Duck saw a minor problem.

"Uh-oh. The Space Circus just ran out of space." He yelled out to the others. The airborne vessel was indeed heading for their city, but out of spider luck it glided over the buildings and landed in the sea.

"This guys insurance premiums are bound to skyrocket." Spider said to the others before they landed and the waves caused the others to pile up with a group 'Aah!' All but Spider-Man: who stood there - perfectly fine.

"Ow." Duck said in a dull tone before quacking from the bottom of the six creature dog pile. The arachnid and the bunny saw a problem which had four legs.

"Hey, guys…" Peter started and it was Lexi who finished it.

"Shorty's on the run!" In a blast of instinct Spider stuck out his arms and webbed them, but did not see Tech using his glue gun at the same time. The webbing stalled them and the goo kept them there, and the instant they were captured Otto gave the front man an angry look. "Web-head, Tech: you do realize that those were lucky shots - right?" She said to the two men in question.

"True genius is never appreciated." The green furred one said while stylishly sheathing his gun and put his arms across his chest. The arachnid was about to defend his fellow big-brain, but was interrupted by a new voice.

"Stay calm, boys and girls. The Acme rescue unit is here to take you home," The voice said. The voice was coming from one of the small air vehicles above them. With Rev and Duck's help they got done with the rescue. Spider helped Lexi to the ladder since she seemed out of sorts. After making sure the children were all right the team headed back to base. The seven went into the Com room where Zadavia was already waiting for them.

"The Ringmaster and Otto are both in custody, and all of the human that were turned into Galactic Oddities have been reunited with their families." She informed the team over what they saw when they landed, but they liked hearing it from their boss. Spider, Ace, and the others saw that the mallard was hiding under an old magazine while she was there. "Once again Acmetropolis is in your debt. Excellent work as always." She added, and it at that time that the bunny of the great bunny decided to put the glory-seeker on the spot.

"Uh, anything you want to add, boss?" Ace questioned while glancing at the duck: who was peaking over his shield.

"Not at the moment, Ace." She answered back sweetly, even though she knew full well what he was getting at.

"Hmm. Anyone you may want to have a few words with." He said back to her and heard an angry growl from the beaked one, who was glaring at him.

"I don't believe so. Zadavia out." She said and just like that the transmission was cut. Duck, who glanced back at Ace with his magazine protecting decided to ask him an important question.

"Is she gone?" He asked in fear.

"Yeah, Duck she's gone. You can relax now." The bunny answered him while getting out of his chair. Slam was behind him and he knew that Duck was going to say something stupid.

"Whew! I thought for sure I'd get busted for ragging on her while she was that disgusting monkey thing." He told them and added, "Eew! Ack! Eek!" He then slipped back into the usual attitude that the others knew him best for. "I guess this finally proves that Zadavia really likes me best." He said to them while placing his arms at the back of his head. While he was relaxing for a moment that was when the transmission was put back on.

"Oh, I did forget one thing." The founder said which caused all of them to stop from leaving the table and look at her. "Duck, we need to talk, alone. NOW." She added while putting emphasis on the word 'now'.

"Ha, ha, ha, ha!" Slam laughed, being the last one to leave, but not before lifting up Danger's magazine and saying, "Busted!" before walking away. The duck saw the other six leave him and then his eyes focused on Zadavia.

"Help." He said after the doors shut and he hid behind his book. The others have gone on with their own business, leaving Duck to fend for himself. While most of them did their usual: eat, work on gadgets, train, and sports Peter and Lexi called it a day.

'Good thing I set this up while Danger met that box.' Peter thought as he recalled placing his camera in the hall they were in - just like old times. He slowed down when he came to the part where he and the others were in their new bodies, and took a closer look at the bunny. 'She may have said that, but I think she looks great with that length of hair.' He thought before changing to a picture of himself and added, 'I'm starting to understand why Talon didn't want to change back.' As he was printing off some pictures Lexi was trying to focus on her Trojan War book, but a thought kept coming back to her.

'He seriously did not look too bad in fur; now the only question is - would he still look that good as a bunny.' The thought had and air of mischievousness which she answered by tapping the book on her head. "Calm down, Lexi. Besides after that cold shoulder that you gave him when you first met him: he wouldn't want anything to do with you." She whispered before going back to her book, and was grateful that the voice was gone.


	10. Chapter 10

Spider-Man, and other characters are from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Chapter 10:

Stop the world I want to get off

"Another peaceful day in Mr. Spider-Man's neighborhood." He muttered as he swung through his adopted world. The city has had a few problems, but nothing a team of seven couldn't handle. 'Just wish some of these guys didn't hit close to home especially the last one.' He thought with a suppressed growl. As the red and blue hero was swinging home after doing a morning patrol he failed to notice a cloaked man in an alley watching him swing by.

'Finally, I thought he'd never stop patrolling.' Thought the man before leaving the safety of the passage and went to his destination. 'Just can't believe how long it took him to stop.' He added to the first thought, and when he got to the door, he saw a young boy at the counter with a single coin.

"Go ahead son. Give it to him." The woman said, gesturing to the smaller boy. The youth was more than happy enough to do as he was told.

"This is my first deposit." The young man said as he presented his coin to the bank teller. The man behind the glass, who had been doing his job for quite a while was not enthusiastic.

"Isn't that exciting." He answered back in a drawn out voice while watching the lad place the money on a small pad on his side. When he saw that he activated a very short range teleport device which sent the deposit from the boys side to the workers side. As soon as the man was about to do his job he was interrupted by a booming voice.

"Listen up, people!" The voice yelled out. The voice itself was added with thundering feet. After a collected gasp he continued with, "I am Massive. This is a robbery." He said while using his powers to rip the cloak and the sunglasses off of him. "So I'd appreciate your full cooperation." He asked calmly to the civilians. In truth filling his wallet was his main objective, he did not like crossing a line that one should never cross.

"Hands up." One of the guards said while positioning his gun at the intruder.

"That's not what I call cooperating." He commented, not liking that some people could not do a simple request. To punish the man that raised his firearm at him he moved his thick hand at the gun and just like that the blaster became seriously heavy. The man tried to hold it, but it still ended up hitting the floor. "Now half of you reach for the sky…" He said while moving one hand to the air, and some of the people found themselves stuck on the ceiling. "And the other half hit the floor." He added and moved the other hand down forcing the other half to be forced down on their bellies. In both halves there were people that tried to fight it, but couldn't. The one with the weighed down gun tried to pick it up, but Massive saw him and put pressure on the officer's body. "As you can see I'm into gravity. Heh, Heh. Well that and money." He explained to the captives.

'I hope my son is okay up there.' The dark skinned woman thought as she saw her boy on the ceiling looking down at the man. The gravity manipulator hovered over to the door and bent it out of the way. With some maneuvering through the small doorway he was in front of his target: the bank's safe.

"Ah, 5-foot thick steel-tanium bolts." He said to himself after seeing the defense. He then added, "Heh, hasn't anyone ever heard of the word 'challenge'?" He then used his right hand to force the bottom bolt to the ground, and then used his left hand to have the other bolt hit the ceiling. After making sure the new ceiling decoration stuck stayed there he turned his eyes to his prize. "Hmm. A hundred million in quasarlinium, and now its mine." He said with a grin. The blue skinned robber put a light barrier around the cart, turned it to where the handle was to him, grabbed the handle, and hovered out of the safe.

'That's a relief. He's going after the big money.' The boy, who was at the front of the line, thought before seeing robber glanced at the new piece of money. The man used his gift and forced the coin to his hand. "Hey, that's mine." He argued to the thief. Massive looked up and answered the youth truthfully.

"Aw, sorry, but every little bit helps." He then hovered to the metal-detector, broke it, and politely tossed the heap away from the door. He calmly ignored the alarms blasting as he left, and as soon as he was out of the building his manipulation wore off. People that were on the ceiling fell downward, and the boy landed on his mom's lap. The guard that raised his gun to Massive let out a growl as he went for his gun.

'No one gets away with that much money on my watch.' The guard thought and he with a few others ran to the door. The big man was standing calmly outside, in plain sight. "Hyah!" He yelled as he forced the men to fall on their backs and the doors to slam shut in the doorway.

"Oh, and have a nice day." He added as a comedic comment, ending in a laugh. The heroes on the other hand were lounging in various parts of their home.

'Wonder if this Basherball is all that its cracked up to be.' Peter thought as he was finishing up putting on his uniform. Ever since he arrived Danger Duck divided his discussions with the arachnid between: Misty Breeze, name change, and Basherball.

"Hey, Pete, see your done with recon." Lexi said as she saw the hero walk out of his room in full uniform. He looked over at her and nodded.

"Yeah, just went to see all of the kids, and all were fine." He answered back, while able to hold in the longing of having what those kids have: true parents.

"While you were away, Zadavia called most of us, and said that she may have a mission for us." She informed him and added with a smirk, "Care for a race?" He smiled back and answered.

"Sure." The two of them sped off, with the pink haired bunny in the lead…for now.

"Hello, and welcome to the ultimate showdown, the last game in the Basherball semifinals. The winner today advances to face the Acme Rangers in the Mondo Ball." A sportscaster said to the viewers before the words 'Mondo Ball' filled the screen. The mallard, who watched that announcement, stood up and spoke to his fellow couch potato.

"Check out this move." He then leaped into the air, did a mid-air somersault all while grunting, "Hunh! Whaah-hah-hah-hah!" The duck landed with his gun arm to the ground and added, "Hunh. Hah. Hmm?" He said the last part out of disappointment after seeing the preloaded ball simply roll out of the wrist mounted launcher and rolled away. "Of course, if I was a REAL Basherball player, I'd have a professional Basherball Gravzooka." He said after looking at the item he got from the toy store down the road.

"But you don't." Slam, the other couch potato, mumbled in his own language to the duck. The duck billed hero, who did not understand those words, glared at the member sitting in front of the food.

"I don't know what you said, but I'm gonna be insulted anyway." Danger said after a short growl and finished with crossing his arms around his chest.

"Shh." Slam said and pointed back to the screen when he saw the sportscaster back on the screen.

"Mr. Leghorn, who are you rooting for today?" The news man said to the red haired human. The camera closed in on the man as he was more than happy to answer.

"I would like to say how pleased - I say - pleased I am to announce the Mondo Bowl will take place at the world-rome." The camera moved in between the man to show the location that he was talking about. Just as the teleport expert sat down they began to lose the picture.

"What's-." Duck questioned before standing back up. He looked to his friend, who also didn't know what was going on; luckily the picture came back, but it was their founder.

"Team, we have a problem." Zadavia said to the two before her. Danger, who hated it when a crisis happened when HE was trying to watch TV tried to talk her out of the mission.

"Can't it wait till halftime." He offered with a groan. The woman, who was still ticked of how he treated her in her altered state decided her return would be in a yell.

"Now, Duck." As soon as she said that the others entered the room, with one of the final two swinging in.

"Looks like I win, Cottontail." He said as he hung upside down from his line. The female hare glared at the blue spider symbol of her comrade.

"You cheated. You used your webbing." She said to him, since he used some to tie up her ankles after a corner run.

"Really? I don't remember you saying I couldn't use them." He said to her in his usual comedic tone. She glared at him and was about to brain blast his bum just like she did to Duck, but Ace spoke to the blonde haired woman.

"What's up, boss?" He asked to her calmly. She answered him in her normal tone of voice.

"There's a thief at large committing all sorts of crimes all over Acmetropolis." She informed them, and most of them really could not believe this assignment.

"A thief? Isn't that beneath us super types." Lexi offered with a stroke on her fuzzy chin. The team leader looked at her and decided to stick up for why Zadavia gave them this mission.

"Not if he's a super-thief." It was at that time that Parker through his two cents into the conversation.

"And most thieves back home often commit a crime so a random hero could chase them." This got the others attention, but mainly Lexi Bunny.

"Really, like who, Spider-Man?" She questioned which got him on the spot.

"Well…you know…random thieves." He answered her in a nervous fashion. The yellow furred hare did not want to waste anytime so before Lexi could get anymore from this he said his usual line.

"Anyway, Let's jet!" The guys headed over to one of Tech's latest jets and flew over the city.

"Man, so where is this guy?" Duck complained as he looked out of his window.

"Maybe those people running from the Acmetropolis Museum seen him." Spider suggested with a hint of his humor. As they prepared to land, their target was already inside.

"I am Massive." He said to them, and saw that the three guards on the ground were trying to stand, but Massive increased their gravity. "You guys, chill out, and while your lying around I'll relieve you of your trinkets. Ha, ha, ha, ha!" He informed them and hovered to a diamond encrusted blue egg.

"Ok, doc, step away from the egg." Ace said to the enemy while adding his families trademark word. The blue man saw the seven and then was greeted by another member's voice.

"Don't you know that the bigger the egg, the worst the cholesterol count." The muscular man ignored the strange sentence with ease.

"The Loonatics, huh? Interesting. It appears Massive's popularity is growing." The gravity man said and added, "How about I give YOU a choice instead?" He turned his left hand to his target, and used his powers on it. "Save this one trinket or save your selves." He focused his powers on the ground the seven were on. Six of them were caught off balance but not Spider-Man. "Don't you know the cost of being heroes is rising." He said as a lousy humor moment. He then focused on the ceiling right over them - forcing it down. "Time for a hero sandwich." He commented after his move.

"No way, Tech." The field leader said the long eared genius, who already knew what he was going to ask of him.

"On it, chief." He said to him and then called on his magnetic powers to stop the ceiling. Massive did not like how they were defending so he decided to distract them somehow. He looked around and spotted a sculpture that looked like an eight.

"Need some condiments?" He questioned after using his powers on the other sculpture and threw it at them.

'Easy shot.' Ace thought and blew it to bits easily. This angered him even more.

"Rrr! Try to stop this, rabbit, and this!" He shouted in anger as he gravi-threw a bench and two pedestals at them which were blown away by Ace, Lexi, and Duck. After seeing that, he decided to try something else. "I'm finished yo-yoing with you Loonatics." He called out to them while grabbing his prize. With his attention on something else the good guys leapt or quacked off of their pedestal and landed on the ground.

"Ace, the guards." Lexi warned him. He saw that some loose debris was going to hit, but he defended with his optic blast. Their opponent hovered to the doors, but when he saw that the building was about to give way he decided to help it along. He used his powers to crush two support beams and finished it with a shockwave clap.

"The museum is now closed." He announced to them before making his getaway. The seven had bigger concerns than getting him, and the head bunny knew that for a fact.

"Loonatics, we got to get these people out of here." Ace ordered to the rest of the team. He decided to act on two of the three guards by carving a small trench around them which Slam picked up, and carried on his back. He worked on those two since Rev was dragging the third one; which Tech helped out once he saw that.

'Good thing I've seen Gambit, Psylock, and Cat steal stuff back home.' The wall-crawler thought before making a big web sack and started to put paintings in it. The leader saw that there was still one just standing there.

"Duck, don't just stand there with your hands in your feathers, grab somethin`!" Ace yelled to him before following the devil. Danger looked around if fear that they were going to be buried alive, but he did grab something= a golden anvil.

"Stop thief, stop…" A robot voice warned from the pedestal that the anvil was sitting on while producing a small laser which shot the mallard in the butt. The hero rubbed his offended seat and had a few words with the machine.

"Hey, what's with the Roast Duck? I'm one of the good guys." He said before barely dodging another shot. It tried again, but the duck was out of range. Danger concentrated on collecting a few himself, with a bag that he always kept on him if he saw new Misty products. Spider-Man web-swung out and Danger Duck quacked out before it fell into itself.

"Well, guys, looks like Massive skipped." Ace said in a low voice. Lexi could see that her leader was upset so she tried to lighten him up while taking a shot of using a Spider-Man angle.

"How does something that big skip?" She asked and the arachnid heard that and put his own spin on his work.

"It's been known to happen like when Jean did a Jedi trick on Thing." He said and realized that he let his past friends slip past his lips. He saw that the pink hare was about to ask for him to got deeper, but he was grateful Danger interrupted her.

"Oh, who cares? I risked my feathers to save this, uh…" Duck said to the three and after he saw the yellow mask he added, " What is this?"

"Speaking as a professional, I'd have to say it's a mask." The wall-crawler said to the duck. Not wanting to loose their perp the yellow bunny decided to change the subject before the spider could open his mouth.

"We need to pick where the next fight goes down, get the home-court advantage." The field leader said while taking a few steps forward. His, and the others com links activated with the sound of their boss.

"We could set up a sting." She suggested to them. The team raised their com links up, and when Peter saw that he was reminded of a familiar environmentally friendly series. He stopped that train of thought and focused when the hologram of Zadavia appeared.

"A sting? That sounds painful." Duck said when she was in view. The statement annoyed her, but she went on just the same.

"Lay out a trap for him. What is the one thing Massive wants the most?" She said and then questioned the team and had a feeling two answers were coming - the right answer from Ace and a funny answer from Peter.

"To be Mister Universe." Parker suggested while giving off a fairly decent Australian accent. 'Thank you, Dingo.' He thought after he said that, praising that an old enemy had a natural Australian accent.

"No. Money. Lots of it. That egg was worth 150-million quasarlinium." Ace said and could have sworn he saw a smirk of the blond woman's face after he answered. He decided to move on so he added with a smile, "I'm a little short. Got any pennies in your piggy bank, Zadavia?"

"I have a little set aside for a rainy day. Do you have an idea?" She stated to him and widened her eyes for the second sentence; since she did like his plans.

"Yeah, what if we made a very public investment." He said to her, and with that the connection stopped.

"What are you planning?" Spider questioned the hare. He did not know what he was doing since the arachnid mainly preferred to plan on his feet, but he did trust Ace Bunny.

"Don't worry, Spidey just let me take care of this." He said and they all boarded back in their jet and took off. After a few minutes Peter saw that they were landing at an auction of sorts. Before the crimson warrior could ask he was being dragged to a changing room. He picked things that reminded him of an old friend, and when he got out he saw Rev with what Spider could only assume to be Zadavia's money. "We'll hide in the crowd while you get on and get off; that should get Massive's attention." Ace informed, and then they got started.

"Today is a glorious day for the Luxury Rocket Industry." An elderly woman said to the group of people. She was informed by Tech, while they were still flying, that they really were going to give her that money, but it was also going to double as a trap for the heavy-set man; luckily she was still all for it. "Please join me in welcoming our newest investor, Mr. David Stark." She said and a light was shone on a man in a black business suit with short black hair and beard around his mouth. The people in the audience clapped in a dignified manner.

"Thank you, Ms. Earhart, everyone." Peter said to the elder woman and to everyone else. Since he was in a rush he didn't see what the others used, but now he did. He had to admit the bunnies made their outfits look good, Ace - wearing a brown suit from a black and white flick, and Lexi - wearing a beautiful red dress with matching red bow in her ears. Duck went a little overboard with an ambassador outfit, but he kept looking at the pink hare.

'Sure hope he doesn't do anything stupid.' Lexi thought and got the feeling that he was looking right at her which she didn't what to make of it.

'I should have did this, at least I would have did it with more flare.' Duck thought, glaring at the seventh member.

"Truthfully, I would be honored to give 200 million quasarlinium so we may customize magnificent vessels such as these." He told them and gestured to the vehicle behind him. "Maybe for the next one, or seven, you can give them paint jobs of your heroes the Loonatics." He said to the others and got some cheering from that last part; in the cheer Peter's ear com link went active.

"Bug, don't ad-lib, remember get on and get off." Ace whispered in his com link. Parker knew that he was milking it, but he couldn't help it.

"You got it." Spider whispered back. "In closing, like I said earlier I am honored to donate this money, because I know the scientist have what it takes to…" Ace listened to this, but he also wanted to see if the other three were ready on their end.

"Everyone else, in position?" He questioned on the com link, and received three answers.

"Oh, yeah." Slam set as he was setting up a fuel tube to a space vehicle.

"In position." Tech said while pushing a hover-cart, which none of the others knew how he fit such a thing in their jet.

"This is Rev in position, and, man, Ace, I gotta tell ya this is exciting." Rev said after showing a couple of late-comers to their seats.

"We got it, Rev." The field leader said back to him in a calm fashion and then added the canine big-brain, "Is our little surprise ready to go?" The green Loonatic, while pushing the cart, lifted the lid to reveal his invention - that he made two weeks ago.

"My specially made handcrafted gravity stabilization gyro is all set." He informed as he looked at the red and black blaster. "Any gravity affected by Massive can instantly be restored to normal." He informed the team leader of its ability. He then closed the lid, so no one else could see it.

"Then we are good to go." The yellow bunny commented with a smile, having a feeling that they were going to get him this time. Tech, was still pushing and not looking where he was going until he bumped into something.

"Two sparkling waters." The bald man said to the vendor while holding up the number two finger sign. This comment caught the canine off-guard since he was not planning on selling anything.

"Oh, uh…I…uhm, I'm closed." Tech said back to the man in a completely nervous tone. The statement confused the customer.

"But, uh, you just got here." The man said back to the undercover hero. This REALLY made Tech nervous, so he decided to look in the cart again; praying that there was something he could use.

"Well, uh…that is to say." He said before looking. "Here have a straw: on the house." He added once he looked in his cart and saw that there was something he could give, may not have been much, but it was something.

'Looks like someone forgot to fill up the food cart.' Peter thought as he saw the canine having troubles with one person. 'My mind must be going because that dude looks like a thinner version of Fred Dukes aka: the Blob.' He thought once he saw the man that was trying to order something. The wall-crawler was about to delve deeper into his train of thought, but was interrupted by a familiar bellow.

"Well, well, well, what have we here?" The voice was that of Massive, who was using his power to levitate down to the ground. "Massive amounts of quasarlinium and Massive amounts of me." He added after he got a good look of the cash. The civilians instantly fled in sheer panic, and David Stark went with them.

'That's weird, he didn't take a hostage. He only came for the money.' Spider thought as he took off the wig, beard, and suit. Most thugs would have kidnapped someone, but to his knowledge no one got hurt during the heists.

"That's right, run! Run, before you make me throw my weight around. No one stands up to Massive." He said to the fleeing people, not noticing the collection of heroes who, just like Spider-Man, look off their disguises and got ready to fight. He raised his left hand to the money: ready to do what he had done with the other heists, but someone spoke out.

"Yo, mean and green!" The voice was that of their field leader: Ace Bunny. After seeing that he had the super-thug's attention he added, "Didn't your mother ever tell you that money can't buy you happiness."

"She did. That's why I'm stealing it." He answered back while sporting the same grin that he had on since he first appeared. Ace tried a blast right at the man, but when the blast hit him square on the chest…it only made him laugh. "My body's so dense, I'm invincible." He explained to them while under fire. Seeing that special powers weren't the way to go he went old school, mainly with the sword he always had on him. He unsheathed it, jumped while adding spinning the sword, and then struck. Massive blocked with his left arm, doing no damage at all, and was flung away with a punch from the bruiser's right arm. "You really think your puny attack will do any good, you have no chance against my powers." He said to the hero team, and was bout to use his special power, but was hit by a tornado right shoulder lunge; which sent him into a wall.

'That had to have at least tickled.' Spider-Man thought as he ran over to the battle.

"Quick, everyone, while he's down." Ace ordered to the team, who all rushed him by: running, super-speed running, and quacking to the enemy. Massive, who was recovering from being hit into a wall, got into a kneeling pose and used his powers. At first he saw that he had only caught five of them, he then adding the Devil (who was recovering from the body-check maneuver).

"Feeling a little light headed." He commented to them but then felt a tickle on his chest. He looked over and saw Danger Duck with an outstretched arm.

"Forget about somebody." The mallard commented after he cleared his throat to the gravity manipulator, who was not even tickled from the attack.

"Not exactly." He answered back in a calm voice. With his free hand he used his powers and forced the Duck's back to his the concrete. "You see, all their weight has to go somewhere." He explained to the grounded fowl.

"Thanks for clarifying." Danger said back with a voice filled with pain because of the strain. He then turned his attention back to the majority of the Loonatics before him.

"I think you all need a vacation, but where to send you." He said to the six, and was about to answer his own statement, but was interrupted.

"Whoa there, big fella." Spider said with raised hands, in the slow down pose, and then added, "Before you do that can I just say that your, 'throw my weight around' gave me the image that you are REALLY big-boned under those duds." The sentence angered their opponent greatly.

"Just for that, now I really do know where to send you: the Moon!" He informed the soon to be astronauts. "Farwell, Loonatics." He said to them and then moved his wrist up: sending them flying. All of them were screaming at the top of their lungs, mostly out of surprise. And then started to glare the comical member of the six.

"How was I supposed to know that he couldn't take a joke." Peter said to them with a shrug of the shoulders and then added, "Really wish this area didn't have low ceilings" . The brainiac scanned the bubble and came up with an amazing discovery.

"According to this I weigh: negative 1,268 pounds. Fascinating!" This did not make the others feel any better of where they were going.

"Real interestin`, Tech, but can you make us heavier." Ace said to his friend with a slight rushed speed.

"That is: without makings us look bloated." Lexi added to Ace which forced Peter to open his big mouth.

"Which I doubt none of us, namely you, wouldn't be able to pull that look off." This caused the pink hare to go a little deeper pink. Their field leader decided to get back on track.

"And do it before we run out of air to breath." He said to them before activating his com link to the soldier on the ground. "Duck, can you point Tech's gyro up at us." He spoke into the link. The creature in question forced his head to the left and saw the cart, which was not struck by Massive's attack, and then looked back at the sky.

"No. Unless I do it here without moving." He then looked up at the aircraft to his right, and that was when an suggestion came to mind. "Hang on, I have an idea." He told them before quacking into the machine, which was a little bit harder. He managed to port himself on top of one of the consoles. "Oh yeah, the duck has landed." He said in praise of what he had done and that was when he remembered that he was still under Massive's influence, "Whoa, Still heavy!" He added before the metal he was sitting on gave weigh. Once it did, he slid on the controls with an, "Oof." The vehicle immediately started the engines and took flight.

'Really hoping that duck can do something.' Ace thought, wondering what the idea he was thinking of; his wait was over when he heard a voice on his com link.

"Hold on, I'm comin` for ya! If I can steer this thing." Duck said as he tried to man the controls, but couldn't due to the barrier around him. When it reached the higher levels of the atmosphere the others spotted their lift.

"Thanks, Duck, we see ya." Ace said in his com link. He then added to the other six, "Everybody, hang on." They all formed a chain with: Tech to Ace's right hand, Spider to Ace's left hand, Lexi to Spider's left hand, Rev to Lexi's right foot, and Slam to Rev's right hand.

'Seems like I'm an anchor for the bunnies of the team.' Peter thought sadly once he realized where he was. The space vehicle came zipping up right beside them after he thought that.

"Slam, let's hitch a ride." Ace suggested to the devil who slammed his right hand on the hull of the vessel. They were anchored but they were still flying, but the yellow bunny knew what to do next. "Got one shot at this." He said to himself before welding a door in front of them, and when he went in; they were all launched to the cockpit.

'Thank you wall-crawl power.' The blue Loonatic thought while using that power to slow down his crash to all of the important buttons. He was able to watch Tech sit down, and strap in. He then pressed three button to gain some control, but not a whole lot.

"Duck's weight has crushed the controls beyond repair." The coyote said to them after seeing the damaged consoles. "It's going to be a rough landing." He added to them since most of the controls that he needed were destroyed due to the mallard. They some how landed in the same location that they left, but crashed. "Now to grab the gyro and restore us to normal gravity." Tech said to them after walking over to the door, sticking his hand out, and used his powers on the down cart. He stood it up and pulled it to him, and then after letting go of the wall he opened up the compartment. "That's it come to papa." He said when he saw his device, which activated on it's own.

'Let's see: Tech, Ace, Slam, Rev, me, and Lexi.' Peter thought as he felt the affects of the machine. He watched as it even hit the duck, but was more concerned with another thing, but soon he stopped hovering, and began to fall. Thanks to his reflexes he was able to land on his feet and catch the falling bunny. "Couldn't let you land on my bum, could I." He whispered to her when he saw her somewhat disappointed expression which earned him a shove.

"The gyro works: we have gravity." Tech said in praise of his latest baby. The others got out as well and gathered together. Lexi, decided to speak: get her mind off of the slinger.

"That's Massive two and good guys zero." She informed them with two hand signs. After saying that those ears of hers caught onto someone's voice.

"Because I couldn't stop him." The voice was Peter, who often took it to heart when the bad guy got away. None of the others heard him except for one, and she knew this was not the time to comfort him.

"So we know his power is all about give and take - making something lighter or heavier then vice versa." Ace told them after getting the gist.

'Or in my lingo: A guy with the body of Juggernaut, the short-sightedness of Rhino, the power of Graviton, and I guess the zen of Iron Fist.' Peter thought while using references of his home, a habit that he tries not to do.

"Maybe we could figure out how to use that against him." Ace added, breaking Peter's train of thought, and getting a reply from the other bunny.

"Got that right. It's about time for us to throw our weight around." Lexi said even though she knew that she set Spider-Man up to open up his mouth.

"I'm all for that but I think the one with the best chance for that would be Slam. The heavy weight champion of the team." Peter said and got a happy nod from the Tasmanian. Their leader spoke aloud of a thought of his, since he deciphered Massive's power, he was now working on possible next targets.

"He stole a hundred million from the bank, the egg was worth 150, and we set him up with 200 million quasarlinium." Ace said to the team, not knowing or hearing the growl from Spider.

"Oh, he keeps one-upping himself. So what's worth more than that?" She said after getting what the leader was saying and asked a simple question. She was doing everything possible not to make the seventh member feel worse, since she knew he often took the hero thing too far sometimes.

"All this chasing is going to make us miss the Basherball game at the world-rome." Duck said to them before the arachnid could say something stupid. With wide eyes he added, "And I want to see who wins this years trophy." The last part got all of their attention: all of them knew of the trophy and they all had the same idea.

"That trophy's been all over the news." Ace informed them, even though he had a feeling that most of the team knew what he was getting at. "And I bet it's pretty expensive." He added with his left hand to his chin and his right hand to his waist: in fist form.

"Well, we know where to go, so let's get going." Spider-Man said, ready to end this before someone got hurt. As the others got over there by pack, Peter thought it best to take his time by web-slinging. 'Got to calm down, I DO NOT need to go dark.' He thought as he swung. Soon he was in the area that looked like Time Square with all of the screens speaking of the game.

"Yes. The biggest, most expensive trophy in the world is up for grabs today because this is the modobowl and we are live at the World-rome." The sportscaster from earlier said to the camera. "Tonight's game is sure to be a spectacle. It's the Acmetropolis Rangers vs. the Labrakian Manglers." The man added before spotting someone he could have a few words with.

'This is one thing I've gotten used to.' The player thought before adding, 'Just want to know why one of my men gives me those looks.' He shoved those thoughts aside and went over to the camera.

"And with me now is Ranger starting backer - Trick Daley. How do you feel today, Trick?" The man informed and questioned to the athlete beside him.

"I feel pumped and ready to play, Mr. sports caster-man." The blonde haired youth said in return.

"Good luck Trick, and remember this is what you'll be playing for." The sportscaster said to him, letting the camera zoom in on the trophy. When the item was insight the news man added, "The solid gold, diamond studded mondo-trophy of the World-rome. Worth over 250 million quasarlinium."

"That's got to be what that guy wants next." Peter said and swung over to the location as fast as he could. He did not know however that his target was watching the same broadcast, and when Massive heard the amount he held a BIG grin.

"Think you can win tonight." The interviewer questioned.

"Oh man, we're the best team in the league. We're going to mangle the Manglers, man." The MVP said while pointing at the camera, which came back to them after looking at the trophy.

"Oh, I'm sorry, Trick, but tonight's victory will not be a team effort." Massive commented after calming down from his excitement. He then got up from his lazy-boy recliner and left for the game.

"Sorry if I kept you guys." Peter said as he got to the World-rome. He saw that his friends were seated three to one set of seats; he was grateful that they had an extra seat. He sat down and got ready to view the action. 'Last time I went to see a ball game was…with…MJ' He thought sadly, but cheered himself up by adding, 'Too bad this time I had to pay.'

"I'm here with World-rome owner and Basherball League President: Mr. Leghorn. What do you have there sir?" Sportsman informed and then questioned to the man with a white suit and red hair.

"When I watch a Basherball game I always, I say, always keep a pot of my own Special recipe Chili-Gurt close by." The man answered while digging into the big bag to his left. He stood up and practically shouted, "It the official snack of the World-rome."

"You ready Tech?" Ace question the member to his left. The leader was with the canine genius and the speed creature. Rev had Pop Corn and Tech had a couple of tools.

"Yes, these gauntlets use the same gravity stabilization technology as my gyro and should neutralize Massive's powers." He answered back while showing a pair of gold painted handcuffs. He put them down and added, "All we have to do is get them on him." The team's attention was cut short as they watched the start of the game.

"The Acmetropolis Rangers are one their bikes and entering the arena." The white haired man said as a group of five guys in red and yellow suits with red/yellow bikes. "And her come the Lobrocian Rangers." He added as a group with the same number of players only wearing black and purple uniforms took to the field. "The game here today will settle a long running feud between these two teams." He said to them. Both teams hovered in a stand-by form, ready to start the game.

'TV's on the back of the other chairs is a nice touch.' Peter thought with a smile as he saw the sports announcer on the screen who was about to tell the audience an obvious statement since the spider and his team was right across the players booth.

"The Rangers and the Manglers have taken the field and Mr. Leghorn is about to Grab-zooka the first ball into play." The red-haired business man waved to the crowd before aiming the gun and fired the ball into the fray.

'The real ones are a lot more fun than the store bought.' Peter thought as he saw the force of Leghorn's shooter and compared it to Duck's shooter: since he messed around with it almost all the time.

"And their off. These are two fierce rivals and we can clearly see they we call it Basherball." The white topped male announced. Spider-Man saw the guys punch one another and grind one another with their vehicles.

"Sports wise, it is definitely Football based in my opinion." Peter whispered as he saw the passes made by both sides. The match was good until the ball in play stopped.

"I can't believe it. It stopped in mid-air. This is the most incredible thing I've ever seen!" The narrator of the game said to the crowd after seeing that the Rangers were using the 'Hook and Ladder' maneuver. As the civilians their seven heroes were not.

"He's here." Ace said when he saw that happen. Both the Rangers and the Maglers gathered around the sphere with all of them wondering, 'what was going on?'

"Folks, your witnessing sports history in the making." The narrator said to the in awe audience. The ball slammed to the ground giving off a minor explosion. "And what's this?" He questioned due to the boom and then added, "A new player on the field?" He questioned when he saw Massive leave the same hole that the teams did.

"Let's move." The yellow one ordered to the others, and they got up and decided to get a different look at their battlefield. As they were leaving Longhorn decided to get this nuisance out of the way…somehow.

"Sorry for the Massive interruption. I'm sure you all recognize me, so, yes, it is safe to assume: this is a robbery." the blue skinned man said to the booing and hissing crowd. "Now half of you reach for the sky." He said once he spotted the security, and did the same thing at the bank. "And the other half: hit the floor." He added and forced the other half of them force to meet the ground. About that time the owner of the stadium had enough of this new arrival.

"Okay son you made, I say, you made your point." Leghorn said to the man. As the enemy hovered to the box seat the man in white took off his watch and presented to him. "Here take this and scram." He told him in a serious fashion; not wanting anyone to get hurt.

"I'm not some petty thief, Mr. Leghorn." He explained to the owner and added while floating down to his level, "Who else in Acmetropolis would EVER have the guts to steal something on LIVE TV." The gravity guru gazed at the target before telling the both of them, "I'm the greatest thief Acmetropolis has ever seen! So, I'm going to have to go home with something a lot bigger." He then put a barrier around the trophy; scaring Mr. Leghorn a bit.

'Again with the, no harming civilians, thing.' Peter thought as he and the others watched him from in one of the corridors that led up to the court. All of them watched the current baddie at work: ready to strike.

"Thanks to you, Mr. Leghorn, this is the crime of the millennium. Your ratings should go through the roof." Massive said while hoisting the prize skyward. This sight angered six of them, but Spider-Man was still wondering about it.

"You know, for the price of the ticket, you'd think we'd get a better halftime show." Ace said the others while putting his right fist into his left palm. The devil started up his twister mode and headed for the heavy set enemy. "Take him down, Slam." Ace said, cheering his friend's attack on. As soon as the man had his prize it was jutted out of his hands with Slam's body check.

'If my know-how of muscular opponents is true then this will soon be an outdoor battle.' Peter thought and decided to weigh his options if he should stay or go.

"Rev, go!" The leader said to the speed creature when he saw the trophy crash to its starting point and Massive falling to the ground.

"Okay, Ace, now let's give this guy a taste of his own medicine." Rev said after speeding behind him and kicking the gravi-dude in the back. "Let's see how you like being pushed around, big guy." Rev added after racing to the other side of the court and hitting the same spot.

'Now, seems as good as time as any.' Peter thought while seeing the life-sized ping/pong game. As soon as he had his back to the group Lexi saw him, and wanted to know what he was doing.

"Why are you leaving?" She asked while trying to keep her focus on the battle.

"Past experiences with guys like him tell me that this is going to go out of bounds; just hold the line." He answered back to her, and made that last part a lot more serious. For the moment Massive may not have hurt anyone, but sometimes a villain can get carried away. When he saw her nod he swung through the passage.

"Time for you to slow down, bird!" Massive said after having had enough of being used as a pinball. While in the air he angled his body just right and used his powers neutralizing Rev's speed.

"Too heavy!" Rev said after not getting any traction and added a, "Yah! Nnnnnnnn!" As he was falling down. Slam saw his friend meet the ground - back first and didn't like it, so he charged right at him. Massive saw that he was about to be attacked and was ready.

"Not this time, Big Guy!" The levitation expert shouted and made the twister to hit the ceiling and stay there.

"Uh-oh." Slam said when he hit the ceiling. He knew that he was vulnerable since he couldn't move a single inch. The good news came to a man with a pair of green ears flying at him.

"Gotcha Slam." Tech said when he got up to the wind maker of the team. The coyote's move did not go unnoticed since Massive used his powers on the device that he guessed freed them the first time. "I'll reverse this with my-" He stalled when he saw the field, but continued with, "Going down." He was then pulled down with a dull look on his face. The field leader saw this and decided to see if the long-eared egghead was fine.

"Tech, you okay?" He questioned when he got there and tried to move him, but couldn't.

"Define, okay?" Tech said back with minor strain.

"Hey, uh, I'm just gonna borrow these." Ace informed him while picking up the gauntlets. The bunny saw the somewhat hurt look on his face, but he knew the canine was fine: due to his power.

"Fire!" Lexi commanded to the Basherball players. As the others were stalling Massive she made a plan with the players to launch the Basherballs and have them boosted with a brain blast. "Tag, your it!" She commented when she saw the body builder get hit three times. "Score one for the home-team!" She said to the helpers proudly, but there were a few that didn't like what she said.

"Don't insult us." The leader said in his native tongue while getting right in the pink one's face.

"Oh, and you guys." She said nervously while wondering where Spider-Man ran off to. Out of nowhere an image of what he might say entered her mind.

"Uh, uh, uh; back off scale-belly. Now unless you want a face full of webbing I suggest you beat it." He then would end it by holding her shoulders in a defensive manner. As she was thinking of that, Massive was in the cover of the smoke glaring at the upstarts.

"Why you little…" He muttered, but decided to let his powers finish his comment. He shot the usual blast, but Lexi was able to dodge just in time. He did however got one of the lizard creatures. Ace saw his opening and fired on the back of his left shoulder which naturally had no affect.

"Game's over, Massive." The head bunny informed him after the attack.

"I told you, you can't hurt me." He said back to him after a laugh, and looked right at him.

"Maybe not, but I'm working on making pretty uncomfortable. Duck, Lexi blast `em!" The rabbit said as a reply with a pointing finger and then the three of them opened fire with: eggs, brain blast beam, and optic blast. Alone the attacks wouldn't have done squat, but together they sent him through the owners section, and straight to the roof.

"My trophy!" He yelled when he saw the golden trinket and the cowering humans, but the humans didn't matter. While he was flying he used his powers on the trophy to make it his, but wasn't paying attention to his surroundings.

"Man, maybe I was wrong." Peter commented to himself. The seventh Loonatic was just outside the World-rome: waiting for the enemy heavy weight. As he waited he made a small web-ball and filled it with a bar of Chilly Gurt he…found. He was planning on doing something stupid with it, but his target hasn't shown. "Guess those guys are better without me." He whispered down-heartedly, and he believed it until he heard a 'boom'. When he looked up he saw Massive slam onto the ground, and then using his 20/20 vision he saw the trophy dangling over the edge.

"Okay, I've really had enough of-" The big man started after getting up, but was stopped when a web-ball hit him in the face.

"What's the matter, pal? You don't like Chilly Gurt: beans and all of that…gurt." Spider said when the guy smoothed it off of his face with one hand, and was looking right at him. "Of course, this stuff is said to pack on some serious poundage that's why us Spider's will never…" Peter added, but this time it was he who was interrupted.

"Oh! You wanna be lighter. Fine!" Massive said back before using his powers on the arachnid.

"Would you look at the time: gotta go." The wall-crawler answered back and tried to take off swinging - get the guy to follow him, but as soon as he jumped he found himself flying up instead.

"Did you get him, bug?" Lexi questioned to the new battlefield after using her agility up to the hole and then looked down. The spider who was in between Massive and the hole looked back up at her.

"Let's see…comedic spider hanging around without any webs, and the world's ugliest magnet down below. I'd have to say: no." Peter said back to her with his usual amount of sarcasm in his voice.

"Come on down, and join the party." Massive said while using his free hand to gravi-grab her as well. The comment naturally made the blue Loonatic angry until their two spheres became one.

"Ew, gross: spider-cooties!" She said when their bodies were in the same bubble. As the two were spinning around in the sphere Peter realized something.

"Hold still, I…think…I think we're holding each other in place." He said to her in a whisper. When the two of them stopped Lexi was in a place she liked and didn't like.

"Ew! My face is in your neck." She shouted while trying not to get a good whiff of his scent.

"Now, where was I?" He questioned while thinking of the captured heroes: two of them in one bubble, Slam on the ceiling, Rev and Tech on the floor: the current baddie of the night remembered what he was after. "The trophy?!" He yelled out when he saw the object swaying in and out of the hole. "When are they gonna learn: Massive always gets paid." He said to himself, making a reference to the incompetence of the guards and the Loonatics. "Now, now; gently." He said calmly as he tried to lower the prize to him.

'No way he's gettin` that thing.' Ace thought before grabbing an emergency rope on the wall and positioned himself on the edge of the wall-crater. "You know you didn't win that." Ace said in a funny tone and then jumped and swung a little.

"Your through, you flea-bitten rabbit." Massive shouted back and with a laugh and armed a blast with his freehand.

"That's bunny, doc." The bunny said to him, grateful that he watched how Spider-Man swung through the city. The enemy tried a blast, but the bunny let go of the rope, did an air-born summersault, and landed on the hovering trophy. "Aw, ya missed." He said back at him, and had a feeling this plan may work.

"Well then, bunnies going down!?" Massive said back to him after dodging an optic blast not realizing that his hands were not glowing, and countered with his powers, but hit the trophy instead.

"No, you are, doc!" Ace said to him after landing on the ground from the trinket. At first the opponent didn't know what he meant until he looked up and saw his prize coming at him which hit him dead-on. Luckily he was only slammed into the floor, and not dead since he tossed the trophy aside. The yellow Loonatic saw him about to use his powers, so he gave him Tech's gift.

"Here's a little bling-bling for your trip to sing-sing." Ace said to him after cuffing him. He then looked over and saw that his friends were all on the outside landing near him; with blue holding pink while going to them on a web-line.

"If you think these can hold me, your wrong." The enemy said while struggling in the cuffs before adding, "You can't control gravity."

"Yeah, but it will do for now." Lexi said back to him, not wanting Spider-Man to use a line that is his style. A new voice was sounded from above them: the voice of an owner.

"Terrific, I say, terrific job." Mr. Leghorn said from the hole in the wall. "I'd like to give a reward for saving all these people who paid good money to come to my World-rome." Leghorn added while raising his hands to the sky. The leader spoke to what all…or at least: most were thinking.

"But, you know we can't accept your reward, Mr. Leghorn." The team captain said, but the one of the seven that often thought with his ego decided to ask a moot question.

"Uh, but, if we could - what kind of reward are we talking about?" Duck said while rubbing his chin with his right hand.

'Wasn't counting on that.' He thought and then remembered the button he installed on his cane, a cane he carried on all of the games. "Well, what about a life time supply of my own red-hot Chilly-Gurt." He said with a big smile.

"Too rich for us, but not Slam." Ace said while scratching in between his ears. The devil in turn opened his mouth and pointed downward.

"Right down the hole." He mumbled happily. With that as his answer Leghorn pressed the button on his cane: exposing a steaming pot from the ground he was standing on.

"Go to town, son." The red-head man said and pushed the container down with one swing of his arm. As soon as the contents left the container the Tasmanian moved his mouth so he did not miss a drop.

'Time for the ol` spider shield.' Parker thought and made one. At that moment most of them but duck was last since he had to say to the shielded others.

"Ok, it's official: I'm gonna be sick." He was hit by post Gurt. With the team distracted with this Peter decided to leave, since this guy, and this adventure hit him close.

"You guys hold this, and I'm gonna prep the hose. I have a feeling this stuff is going to dissolve the web-shield." Peter said to them, and without a discussion he swung away.

'Thanks it's time for another talk.' Ace thought as he watched the seventh one flee. "Tech, get that gurt-can down." He suggested which the green Loonatic did so. He lowered it down and gave it to Slam, who was still chugging it down. "Come on, let's head home." The male bunny said to the others. They all headed back with the team leader wanting MORE info from Peter Parker/Spider-Man/Loonatic: Blue.


	11. Chapter 11

Spider-Man, and other characters are from Marvel and Stan Lee

Loonatics Unleashed are from Warner Brothers

Gargoyles are from Disney

Teenage Mutant Ninja Turtles are from Eastman and Laird

Mummies Alive is from DIC entertainment

Chapter 11:

Truth and consequence

It had been a few days since their fight with the gravity goon, and there was one thing running through Ace's mind, 'What else is he hiding?' The bunny kept on thinking of what he had told them, but knew that what he said was only an abridged version - very abridged. He walked over to his com link so he could speak to all of the rooms. "Hey, uh, guys there's gonna be a meeting in the usual conference room around noon, so be there." He said and then hung up. The others wondered what that was all about, all but Spider-Man who was passing the time by printing off some pictures of their fight with Massive.

"Lexi, sure is something." Peter mutter as he gazed at a picture in that red dress. That was one thing that he enjoyed, that she was able to make ANY disguise they had in stock very attractive. 'STOP! Stop thinking like that.' The logical side of his mind shouted at him. 'You can't think like that: EVER again!' The mind added to him which he knew was right. 'Besides, you've seen how she looks at the fellow hare.' The mind added, trying to convince the softer emotions to stop that train of thought.

'These old classics are always the best.' Lexi thought as she was reading her 'Romeo and Juliet' book again. A mental image of Peter and herself as the two main roles. The hare instinctively shook that image out of her. 'He doesn't like me, like that.' She convinced herself in thought form, but had a feeling that the idea wasn't going to hold.

'I guess that web-head is right, I do miss you.' Tech thought while in his lab. The canine was holding a picture of Black Velvet that a security cam caught her. He had kept the picture on him ever since his first meeting, hoping to find her somehow.

"Pretty…" Slam grumbled in his usual speech as he was watching a female Tasmanian Soccer Goalie spin the ball away from the net again. The devil had a crush on her long before he had his powers, and he often wondered if this devil had his powers.

'I wonder if I'll ever meet the blond haired one outside the battlefield.' Ace thought as he lounged in the conference room. The martial artist had done his training and was spending time in the meeting hall, waiting for the others. 'The holo-viewer is one thing, but I would actually like to meet her face to face. Rev kept his mind on a pool game, a air hokey game, and a chess game at the same time by himself. Duck was checking out his physic in the mirror while doing various poses. Soon noon came around and the team headed to the conference room.

"I honestly wonder what this is all about." Peter questioned aloud while in his room. The photographer was busy putting the latest in a box just before leaving. When he got out of his room, in Loonatic threads, and headed for the room.

"Glad that you can make it." Zadavia began when she saw Loonatic Blue swing into the room. "Please sit down." She added and gestured to the usual table. He did as she asked, but he even without his spider sense he knew that there was something wrong. He sat down at the tables end since the side and the other end were already taken.

"Let me guess, Zadavia, another thug wants a 14 fist sandwich." Parker said in his usual humor. He did not receive any response: all of them were serious. "Okay, what's going on?" He questioned in a calm voice.

"The question is you: Peter Parker. You told us how you got your powers and how you got here, but not about the friends you made or the enemies that you fought." The boss lady explained to him, and had a feeling that he may not have been in the mood to tell.

"All right, I'll tell." He started and then added, "Before I do that I just want you guys to know that I've also been having dreams about alternate suits. Maybe you guys can help a fellow hero out." He then got out what looked like a jump-drive. "This has images and description on each suit." He told them and slit it on the table.

"We'll help you with these after you fill in the blanks for us." Tech said after using his power to get the drive in his hand. Without any other options he decided to get it over with.

"Ok first off would be my first group of friends the: Fantastic Four. The leader is a guy by the name of: Reed Richards who also goes by Mr. Fantastic; he's the brains of the team." He started and then went with the other three. "Sue Storm Richards aka Invisible Woman, NOT girl: woman, she has issues with that. Johnny Storm also called Human Torch, and Ben Grimm the ever-lovin` blue eyed Thing, or just the Thing. Guess what Slam, he was a wrestler too."

"Yeah, yeah, yeah." He shouted gleefully. He went on about their powers as well as their origins. Reeds rubber powers, Sue's psychic powers: mainly the fact one can get slapped seven ways to Sunday without her raising a finger, Johnny's fire manipulation, and Ben's strength and dense skin.

"Then there are the X-Men a group of individuals that were born with their gifts." He started and then continued with another name combo. "There's Logan aka Wolverine, Scott Summers aka Cyclopes, Remy LeBeau better known as Gambit." He stopped for a few moments, but started right up again. "Jean no other name even though I did call her Marvel Girl, but that didn't fly. Rouge nuff said, Jubilation Lee but everyone calls her Jubilee. Warren Worthington III is another one, and if you ever met him you'll know why he is also known as Angel."

"Angel?" Questioned the blonde headwoman, not understanding what he meant. He smiled, not really remembering of the half mask.

"Yeah, Angel, as in the 16 foot wings on his back." Spider said to her, giving her an accurate range of those white feather dusters. "Morph, no other name, at least the guys didn't tell and Hank McCoy aka Beast; there's something you'll like of the blue furred doc, Tech: he's an egghead too. There are others but those guys I like the most…kinda." The wall crawler said to him.

"Impressive, I'd like to compare intellect." The coyote said back after giving it some thought. Just like the Four he told them about their powers - Logan's claws, hearing, sniffing, and healing. Gambit able to make anything he touches into a bomb, Jean a red head, powerful psychic, Angel's flight, Jubilee's fireworks, Morph's shape shifting, and Beast's agility. He also spoke of the tragedy of Rouge's power to touch, but never feel, and Cyclops' power of sight, but never seeing.

"That's sad." Slam said with a few tears trickling down his face after hearing the curse those two hold.

"What's worse is that I was working on plans of stylish neutralizers that they could control, but they were destroyed…when…you know." He said, but couldn't complete his sentence due to familiar feelings. He then went on of telling them of the Gargoyles and their friends, the West Coast Avengers, and of the Mummies. As he spoke he did notice the ALMOST jealousy in Lexi's green eyes when he told them of a slender female.

"Ok, enough with stone people, Robin Hood wannabes, and old heaps of band-aids. Go to someone cooler." Complained Duck since he seriously did not want to be there.

"You win Duck I'll tell you of a team that's…pretty cool." Peter said and saw the mallard relax in his chair before talking about them. "There a group of turtles, a rat, and couple others. Leonardo - leader and swords turtle, Donatello - brains and Bo-staff wielder, Raph - brawn and sai master, Casey - brawn sports equipment expert and not in the conventional sense, April - brains and tech expert, Splinter - father/master and role-model. You are a constant reminder of the last one." He said after giving them abridged version of the turtles.

"Really what is that? What do I and a turtles have in common?" Duck demanded, but the story teller was calm about it.

"Well, he wears orange like you." Got a nod and he added in humor, "He also shoots his mouth off, slacks off, is used as a decoy, and is usually the main one to get his shell handed to him." That part angered him, but like most times Peter was prepared. "Despite all of those quarks, but me, his brothers, and their father know that we can count on him to back us up." That cheered up the duck greatly.

"Back to the story of your allies, at least giving us some info." Tech said wanting know if there were more like him: brainiacs of teams.

"Right, sorry about that. Anyways aside from the West Coast Avengers there is also the main branch in New York who also has some serious fighters." He said to them and just like last time he decided to go abridged and only a few. "Their led by Steve Rogers better known as Captain America who has a shield that might be able to handle your sword, Ace." This peaked the field leader's attention.

"I may have to take you up on that bet." Ace said to him and then decided to let him continue.

"There is also a guy that simply calls himself Luke Cage and that guy is REALLY strong considering that his skin is dense enough to handle bullets. Scarlet Witch also called Wanda off of the field: she is a mutant sorceress…at least that what the Sorcerer Supreme Doctor Strange told me. Then there's her brother Pietro aka Quicksilver, he is the first genuine speed demon I ever met, and that's also why I can understand you Rev, because Quicksilver is the fastest mutant alive." He said explaining to them four other heroes, and the last one was the one the speed member of the Loonatics liked the most.

"Meeting that guy would be cool. We could race each other over the oceans, through the cities, even in farms, but we'd have to watch out for-." Rev spoke, but was stopped by Loonatic Green's free hand.

"There's even one for you, Zadavia." He said and that was when the holographic woman looked at him, wondering who that could have been. "Aside from Avengers there's the people that help create them and that team is known as: S.H.I.E.L.D." He started with them, and saw that they were all confused so he continued, "S: Strategic H: Hazard I: Intervention E: Espionage L: Logistics D: Directorate." The second in command goes by the name Black Widow or Natasha Romanov, she is seriously kick butt at one of it's highest; independent, powerful, and a team player. Just like I know how you must be outside the - holo transmission." He said to her and could see that she liked it by that smile. He knew who the main person was, but he didn't want to say it otherwise he will be reminded of the explosion.

"What about villains?" Slam grumbled to the web-spinner. This was a tough subject but he decided to abridge it and give them details later.

"Nothing much to say. There just like the ones here, most of them are misunderstood or were mislead, but some of them are truly bad news. There's: Doctor Doom the Fantastic Fours worst foe. The Mandarin Iron Man's main enemy. Apocalypse the X-Men's worst enemy mutant, and I'm not talking about his funky blue and purple armor. Ultron is the Avengers. Brother Mordo is Doctor Strange's enemy." He said a few but had to stop to think, 'That bastard - that dude deserved the glory stomping I gave him when he brought Venom and Carnage to Earth.'

"You alright?" Lexi questioned after she saw the rage on his face. During the fight with the Frost Vikings she never liked it when her was in this sour mood.

"Yeah, I'm fine, thanks." He said to her while shaking his head. "Let's see, there's Scarab the Mummies main villain." He tried to think of his bandaged friends enemies, but none really seemed evil. "That's about it."

"What about you, who's your main thug?" Duck questioned in his bored tone.

"You already know who I HAD as a bad enemy." He answered darkly. The others saw the hurt on the seventh one, but it was Loonatic Pink that drove her heel onto his webbed foot.

"Sorry, what I meant to say was: are there any other heroes." Duck countered while rubbing his sore foot. This part the arachnid hated because there were very few that were left that they might like, but the big problem was that it also included a white haired woman.

"Right, well…there's: Daredevil an acrobatic fool. Elektra: one of devils lovers and a former assassin. Moon Knight: sort of an Egyptian Warrior." He said and then inhaled sharply for the final one. "There was also a female that went by the Black Cat and she was gorgeous." He said and emphasized the last word before adding, "I mean she had long white hair, beautiful green eyes, an hourglass figure, and all of that plus more was in this tight black leather. When we first met I had to give chase when she left a museum and that is when I was able to see her-." He was cut short when one of the Loonatics shouted at him.

"Damn you Parker!" Lexi Bunny shouted at him before running out of the doors of their conference room in tears. The web-head saw the tears and decided to fix things or at least try to.

"Meeting adjourned." Spider said in a serious fashion and swung after her. The others were left to stare as he left. 'Idiot! You just had to talk about Cat like that, didn't ya`.' He yelled at himself for being a moron. He found her in the lounge room with no lights on, just the light of afternoon sun above. She was standing in front of the window with her arms crossed. He took a few steps toward her until she asked him a 'simple' question.

"Did you love her?" The she-bunny questioned. He could tell that she was trying to suppress her anger/hurt tone, but was failing.

"My aunt? Of course I did. Like I told you guys she was like a mother to me." He answered back with his usual sense of humor to try to lighten the mood, but knew that it was pointless.

"Not her. I'm talking about the Black Cat! Were you in love with HER?!" She yelled back at him at top volume. It made him grateful that she didn't have a screech ability like Banshee, but why was she getting upset was his question.

"No I wasn't. I had a crush on her sure, but that was it." He explained, and knew that she was about to say something so he waited. Loonatic Pink wanted this statement to be right at his face, but as soon as was turned he held her mouth shut with his hand. "Like I said I had a crush on her and that's all I got, and you wanna know why." He asked even though he knew she didn't, but he went anyway. "It was because she was interested in ONLY Spider-Man." That caused the bunny to calm down a great deal. "After a battle to handle a gang war of sorts she came onto me like always, but this time she was taking off my mask. Normally I would have webbed anyone that touched my mask, but my gut got the better of me. When she took it off and saw a young teenager she puked on my costume and left." He explained to her with sorrow over coming him.

"Oh, Peter…" Lexi whispered beneath her breath as she watched him slump on the couch in pure defeat.

"So, are we still friends?" He questioned her after rubbing his eyes free of tears. She walked over to him and tried to think of what she could do to him as an add-on to yes.

"Yeah, of course we are." She answered and messed up his hair with her right paw. "Sorry about the outburst, I guess I let my emotions get the better of me." She added to her first comment. She saw that his defenses were down so she was going to mess with his head. With as fast motions she bent down to him and gave him a ghost of a kiss. She saw that he felt it so she whispered to him, "And maybe something else." That message she left back to her room.

"What just happened here?" Peter questioned and thought. 'First yelling, confessing that I had ABC food on my pants and then barely a kiss: weird even for me.'

'So what if he was only a teen. If I ever meet that woman she is in for one major brain blast.' The pink hare thought in anger as she entered her room. The rest of the day, nothing much happened, and they went to bed.

'Tomorrow I'll work on the armor myself.' Peter thought as he relaxed in bed.


	12. Chapter 12

Spider-Man, and other characters are from Marvel as well as Stan Lee

Loonatics Unleashed is from Warner Brothers

Chapter 12

Awaken in armor

It had been about a week since their meeting to meet some of the new heroes old friends and enemies, and they had already had all but one spare suit. "Who knew that it would be this soon for you guys to be done with some of my outfits." Spider-Man said to the coyote as the two were in the lab. The arachnid knew that due to Rev's speed and mastery over sewing that the ones with cloth would be easy, but the one with steel definitely would not.

"Yep, and I think I've made just the right metal for the last." Tech said and presented a small piece of metal to the loner. The long eared one thought it best to show him a small pieces since all of the others were not what he wanted. Just like the last times Peter took the piece of metal and ran several of his own test through it.

'This one won't do either.' Parker thought after looking through the test results. 'Anyone of Xanatos' bots could easily handle this flimsy armor.' He thought in rejection and through it in a metal shredder. "Sorry Tech, but that one does not work either. I need something that can weather, no pun in Weathervane's name, the storm of any threat, and these just won't due." He said while trying to spare the big brains feelings.

"I understand Peter, but the type of metal your after doesn't exists here." Coyote said in response. He looked through the info in the Jump Drive and saw the detail of each suit, but the two metals in question were not around here. "I did give the info to Zadavia too, so maybe she knows…" He was interrupted when her face appeared on one of his various monitors.

"Tech's right, Peter, I do know of where the materials are that you want. Come to this address as soon as you can." The blonde woman said and presented the information before adding, "Zadavia out."

"That was convenient." The web-head said and ran for the door. He wanted to start working on the two types of steel as soon as possible, but right when he reach the doorway his fellow whiz-kid had to ask him one last thing.

"Hold on, there's one thing I want to ask." He said and the brown eyes of his fellow Loonatic came to him. "I tried accessing two unknown files both labeled: Never Again, what's inside of them?" He questioned and saw that the blue face became a bit more stern.

"That's personal business, but I'll tell you guys about those two forms if ever they happen again." He answered back and then went back to going to that location. Those two forms he DID NOT want any of them, not even Lexi, to know about. He then leapt out of their usual hole and swung over there.

'What's he doing?' Lexi thought as she lounged in their lounge room. When that thought entered her head her boss' face entered the com link.

"I need to speak with Spider-Man for a while Lexi, but do not worry it is just business." Zadavia said to her. She wanted to let the fellow female fighter know that she DID NOT see the slinger anything more than a friend. She nodded to her boss and tried not to think of why those two were meeting.

"This is the place." He said as he swung over to an old factory that seemed to be out of business. He went in through a broken window, and webbed a light switch; surprised that the lights actually worked. "Well, I wonder what Zadavia wanted me to see?" He questioned after getting off of the wall.

"I wanted you to see these two containers of metal." She said, spooking him a little at the sudden sound of her voice. He saw that, just like last time, she was wearing the cloak and hiding in the corner of the room, but she was also pointing at a couple of crates. He did as she asked and ripped off the lids, and saw that both of them had metal in them, but he had a feeling that they were different metals.

"I would like to test them to my samples." He said to her after picking up a beam of each metal in each hand. The boss-lady just pointed to a computer with a microscope beside it. "Those will work." He said in an embarrassed tone before walking over to them. He took off two pieces of metal from his belt and with one of those pieces he carefully scrapped the two new metals. He used the computer and the scope and hoped that the iron that was with them was what he wanted. After two hours he was done testing the metal to his left, and was amazed of the discovery. "That's impossible, but the DNA of this metal and the one I have are both: Vibranium, but how?" He said to her.

"That is a simple answer, Spider-Man. You often spoke of low level enemies such as the: Chitauri who wielded aircrafts made of that material." She said to him and got a nod as an answer since he did remember telling them of those aliens. "Before they went for Earth after planes were defeated in World War II they were able to send some of their materials here." She added, and saw the anger and fear on his face, and already knew what he was thinking. "Don't worry, they only used this planet as a holding station." She added and saw that his features eased.

"That's good to know, and this metal will really help." He said and then moved onto the other chunk of metal. He did the same test as before, and when they were done he was surprised at the results. "This one seriously cannot be the one I'm thinking about, can it." He said and looked over at the cloaked woman, but she seemed to be out of the loop on what he was talking about. "Like I told you guys before: there's an unbreakable metal back home called: Adamantium. Why are their molecular structures similar?" He said to her, to get her on the same page as him. When she did she smiled since even with his brain he didn't know the flaw between the two.

"They are similar, but there is one key thing that I am surprised that you haven't figured it out yet." She said back to him, and this time it was here to wait for him to figure out what she meant. After a few short moments of thinking he realized what she meant.

"Oh! Your Adamantium doesn't need to be constantly heated, does it?" He questioned to her while feeling like an airhead since that was one of the first things that Beast discovered when helped Wolverine when the claw wielder was having memory glitches.

"Correct. It does not need to be heated, but it has the same effects." She informed him. She then added, "If you take a look around this facility has what you need." He looked around and saw that there really was everything. "The machinery works fine, but I personally brought the molds.

"Thanks, well, better get started." He told her and then began constructing his armor. In a way he did the same things as Tony when he made his armor, but he already had the blueprints for it. In truth it really did not take him that long to construct it since the machines skills were flawless; by the time he poured a combination of Adamantium and Vibranium into the mold it was solid.

"What exactly will you color it?" The founder question as she watched him install a life support system. After connecting the last of the wires he stepped back from the suit and gave it some thought.

'Good question. I can't really use my usual colors: no originality. Can't use Iron Man's colors: he'd sue me. I guess I'll take the colors of the robo-gargoyles.' He thought and then said to her, "I think I'll go for: silver and black with a hint of white." Those colors somewhat surprised her, but she didn't say anything. After looking around he saw the paint supplies and got to work. 'It's a good thing that I had some speed art contests with Johnny and Bobby back home.' He thought with images of his web paintings, Johnny's weld art, and Bobby's ice sculpture came to mind.

"Very good work Spider-Man." Zadavia said as he was already putting a big silver spider on the armors back. When he was done he put the stuff up, and looked at his work.

"One last thing: test the armor and see if I can walk in it." He said and slowly put it on - one piece at a time. 'I seriously wish I had a set up like Tony and his armor.' He thought as he realized putting armor on the old fashioned way was a real pain. "It really feels different." He told her once he put on the helmet, and then took on a few steps.

"Anything else different?" She asked when she watched him try to walk in the suit. He formed fists and then relaxed for a few times and then looked at her.

"Not bad." He answered her and then tried out the weapons on the walls. Naturally for sane reasons he used blanks: started with the arm guns which fired lasers, missiles, and sleep gas projectiles. The fist rockets which meant a small compartment on the back of the hands opened to reveal two missiles on each hand. He also tested out his natural powers as well, and was surprised that they worked at peak performance.

"Very well done, Spider-Man." The blonde one said to him after he dropped from the center of the roof and landed without a scratch to his armor.

"I think I should head out, but before I head out I do have a question for you?" He said to her in a polite manner to her. In honesty this threw her off since she thought all he wanted was help making the armor and a place to test it and that's it. She was hoping that it didn't have to do with her past.

"What is it?" She questioned while doing a superb job of keeping the worry tone out of her voice.

"When you were that monkey fuzor why did you always go to Ace when you came to us for help." He asked her even though he had a theory, he wanted to know the truth, and maybe that might help him.

"I…I…went to him because of his leadership." She answered with hesitation in her voice.

"Come on it's obvious that you have it bad for the field leader." He said back to her, but instead of attacking him she actually countered.

"I can say the same of you and Lexi." She said to him, saw how his body reacted, and knew that was not the right thing to say to him.

"No, she and I are ONLY friends." He informed and whispered to himself, "I can't get close to anyone." Zadavia did not hear that last part, but she did want to help him get over this fear.

"Is it because of what happened back in your world?" She questioned and added, "Look, each of the Loonatics are powerful and…" She wanted to continue, but she was interrupted by the wall-crawler.

"I better head back home. Thanks for the armor." He said to her and then began to swing home. He did not want to think of his team any more than that.

"He's still afraid to open up." She whispered as she watched him swing back to the spire. "Not that I'm any better to criticize." She muttered with her back to the door, ready to head home. As she was heading back home she pulled out a picture of the field warrior and told to herself, "I just don't want you to end up like my brother." While she was leaving Peter was thinking of his actions from earlier.

'Okay, maybe blowing her off like that wasn't such a good idea, but she was getting too personal.' He swung and halfway home he decided to pull something, and released the latest strand. 'Time to test out the Iron Man kind of jets.' He thought and activated a pair of jets at the base of his feet. "I call these a success, but I need to see if they can truly handle this." He said and then tried to fly straight for home. The main thing that he was surprised was that he got flying better than he did when it came to first using his web-shooters - no buildings with his outline.

"So, your finally home." A familiar female voice said when he slid into the docking station. The web-head stood up, surprised that he didn't even feel the fall, and that his paint job was still whole after that fall.

"Yeah, I am Lexi, and thanks to Zadavia I was able to build my armor." He said to the pink hair and then flexed into an action pose. He saw her staring at his new shell, and was getting a little nervous about it.

"If your staring at your reflection, don't bother, you look great." He told her before slamming his steel plated hands over his already covered mouth. 'Why do I keep saying things like that?' He thought, cursing what he had said to her. She heard his words and the action that followed causing her to blush, but thankful that she was in uniform.

"I wasn't….I was wondering how that armor of yours still has its shine after spill you took in the hanger." She said, praying that he believed that lame excuse since she really didn't care for the answer.

"Mainly because the materials that I used to make this are both near indestructible." He simplified for her. "Just don't get used to this look because it's going into storage just like the others that Rev worked on." He continued to tell her of that side of news. Truthfully, he was only going to use the armor as a last resort since it's weapons were too dangerous to use in battle against basic super villains.

"Well, that's good to here. You look better in red and blue anyways." She said to him and couldn't believe her own words. 'Great work, Lex, you could have phrased that better. Now he may think your interested: which you are.' She thought to herself, but new of a descent recovery, "Better de-armor yourself before we eat." She said and headed for the kitchen.

"Guess she's right." He whispered and walked over to the empty room beside his own. When he entered he was surrounded by all of the suits from his dreams…along with two holograms of his hated forms. 'Good thing I still have one space left.' He thought as he walked over to the empty mannequin in between Scarlet Spider and Octo-Spider. He removed his armor and placed it in that slot, grateful that he was still wearing his Loonatic uniform. For a moment or so he just stood there: staring at all of the different versions of himself, or at least the ones they could make.

"Hey, bug, come on, the foods getting cold. You can gawk at yourself later." Duck said as he looked into the room of the suits before leaving. Peter shrugged that statement off and went to eat not knowing that there will be few missions that the suit will really come in handy.


	13. Chapter 13

Spider-Man belongs to Marvel and Stan Lee

Loonatics Unleashed belongs to Warner Brothers

Music groups mentioned belong to themselves

Chapter 13:

Sypher

"No way! How did you guys get these kind of seats?" Demanded Spider-Man when he spotted the sweet tickets that Rev Runner and Ace Bunny just received. The tickets were for a Basherball game, but the seats were in one of the prime spots in the whole place.

"Well…when you were getting your spiffy set of threads made our favorite radio station, the grizzly, was givin` away free tickets and Rev and I were the first to call." Ace explained with a big grin. Before the web-head could do anything the hare took the tickets and headed out leaving a baffled hero.

'Rabbits are actually pretty fast.' Peter thought before getting back to eating his Lunch. The bird and the bunny took flight through their usual dock and headed for their destination. The both of them were excited, like most men are, when it comes to a sporting event, but they decided to rely on hero entrance so when they got there they went in through the roof stairway while Ace leaving his pack behind.

'Another day, another team to find out why the Rangers is the best team in the league.' Trick thought as he was preparing himself in their locker room. Behind him was one person that was not in a sport for the love of the game, but for the perks of the game itself.

'There he is. That arrogant…if he thinks he's getting the praise and the girls for this one: he is dead wrong.' Thought the jealous member of the team and walked over to the team captain. "Trick, yo, Trick." He said to the man with his left fist in his right palm before continuing, "Drake Sypher, your new back up." Number 12 said to the leader who seemed a little confused. "Just wanting to say its awesome to be playing with you man. Just awesome." He said with enthusiasm.

"Um, your who again." Daily said to him while rubbing his chin. 'Something BIG must have happened to my old friend to miss this game either that or the coach is going senile to put in a new guy in this fight.' He thought: not really trusting this guy at all.

"Sypher. High five, man." The spiky haired man offered with an outstretched arm. Trick still didn't trust him, but his family didn't just teach on sports, but also on manners and fair play. He new that it wouldn't be proper if he didn't accept, so he did. The moment their hands met he felt drained somehow, and even with their hands apart he still felt winded. "Game time." Drake said with genuine mock enthusiasm to the leader.

"As we start the fourth quarter the Acme Rangers are in the lead. Mr. Leghorn is ready to grab-zooka the ball out for the ultimate battle against man and machine." A new sports caster said to the crowd, which they were going nuts.

'Got to stay focused.' Trick thought as he tried to keep his mind in the game while his body was still feeling sluggish. The game against the Razoroids was just like their last team, minus Massive's interference, but something was not quit right. After some minor bashing number seven was able to shoot it which Trick was able to catch, but his head started to spin again. 'What's wrong with me?' He thought before slamming into his own men. Even though he couldn't focus he could still feel, and he knew what happens when you hit your team: you lose possession of the ball.

"Razor-Renaldo: shoots." The sportsman said after the tin-men grabbed the loose ball and added, "It's going, going, and he scores! The games all tied up." The crowd did not like how this was going. He went on about explaining the MVP's performance and of the coach giving into a substitution.

"Well, Trick certainly hasn't been on top of his game so far. Has he, Ace? I mean he's been missing every shot, and crashing into other players. I mean I love this guy, but he stinks tonight." The speed creature complained to the leader who was simply eating a Hot Dog.

"I don't know what going on out there, coach. It's like; I forgot how to play." Trick said while taking off his helmet. One thing he knew of his coach was that he didn't dismiss any possibility whatsoever.

'I have no other choice.' He thought and then looked at the new guy and said, "Sypher, your in." He said the happy expression on the boy's face, but he knew there was a different reason for that smile. The game went back into session with Sypher as their boss. They watched the game and listened to the man as the game went on, and the new guy using Trick Daily's moves.

"He shoots using the boomerang ricochet shot!" The news man yelled with excitement. Followed by statements of the Rangers winning and Trick better step down for the new arrival. The game ends with the score 110 to 100 and Sypher was signing autographs for his new fans.

"Hey, I know you guys." He said while pointing with a fan's pen to two Acme heroes. 'This really is my lucky day.' He thought while remembering a fortune cookie he had earlier today.

"We just want to tell you how cool it was when you blasted those goals and snagged those interceptions. And I want to join your fan-club. And tell me do you get dizzy up there sometimes the way you spin round and round and round in that bike of yours because I mean your colossal, fantastic, tremendous, stupendous." Rev said to the new star.

"In other words you're very good." Ace said to simplify the fan-boy who had his hands clasped together. The man did like the praise, but he wanted their powers more.

"Well, I'm stoked your fans, but I wish I could do what you do. I mean your real super heroes. It's great to meet you." He said to them with fake happiness and then shook Ace's hand. Just like with Trick the bunny also didn't feel like himself when after they parted, but not missing a beat he gave Rev a handshake which ended the same way: draining the speed creature. "Later." He said in a sing-song voice when he left since his business with those two are done.

"Um, Ace, I'm not feeling too good." Rev said with his left hand holding his stomach and his right hand on his head.

"Yeah. Me neither. I think that last Acme-dog did me in." Ace agreed with him while holding his stomach too. The two of them then headed for the roof of the place and got ready to leave. Ace prepped his pack for take off, thinking he'll only see Rev's tail feathers as soon as his feet left the building. The problem was that as soon as the Runner leapt into the air he hit the ground right after that.

"Ace, I…I can't fly." He explained to the field leader since he didn't feel the usual joy when he started to fly. He stood up all the way and added, "And listen to my voice it…it sounds so-." He could not bring himself of finishing that word.

"Normal." Ace finished for him. Not really thinking that trying two people on one pack would do they took the long way to the downstairs and was able to get into Taxi. The driver sent them all the way to the spire with no charge. After taking the elevator to the center room the captain decided to tell them why they took the long way home. "After shaking hands with the new guy we lost our powers." Ace said flatly.

"Better make sure that it wasn't just the food you ate." Coyote said to the two and they all headed to the gym of the spire. Tech tried a test for Ace, but since he had been staring at a stone for twenty minutes he moved onto Rev.

"Okay, Rev, start sprinting." Tech said when he got the bird situated on the treadmill. Loonatic Red did as he was told and started to sprint as hard as he could. "This machine will measure your steps per hour." He explained while the fowl was moving.

"That's as fast as I can go." Rev said after a few short minutes and added, "Cramping now. Burning…" He then flew off of the mill and onto the floor. Loonatic green looked at the number and jotted it on his clipboard.

"Hmm, well, the good news is: the machine is working. The bad news is that your not." The long eared one explained to the panting speed warrior.

"36 miles per hour?" Ace questioned after reading the gauge. He looked to the one doing the tests for an answer.

"Actually: 18. I doubled it to be nice." He said and then wheeled over the same wall as before to test Ace's abilities again, and as he brought it into view he hummed a small tune. "Shoot your power peepers at these, Ace." He offered after positioning them just right. The bunny stood before the structure he wanted to taken down.

"Come on, Tech, I've tried this." He said to him, not wanting the embarrassment again, but then added, "Aw, ok, here goes." The rabbit then tried to activate his optics, but nothing happened. He stared at the structure a little while longer, feeling some pain in his brain, but that all stopped when it turned to pebbles. "Thanks, Slam. I was starting to get a headache." He complimented the brute of the team while holding his head.

"I'm afraid there's no denying it, Ace. Both you and Rev are no longer in possession of your super powers." Tech said while waving the end of his pencil from Ace to Rev. About this time Spider would have said something stupid, but his mind was a little worried over what that guy is planning.

"Yeah, but check this out." He said and then preformed some of his usual footwork. "You can take away my powers, but you can't take away my moves." He said when he was done giving them a show.

"Exactly! You still got the moves that you had BEFORE you got your powers, and Rev can still run like a normal roadrunner. Whatever did this must not have affected your natural abilities." The canine said to them, trying to lift their spirits.

"Oh, um, well that's…uh, that's…" Ace began and saw that the former speed member of the team was as down as he was so he added, "Who needs superpowers anyways, right Rev?" He had a feeling that a statement like that coming from their acting leader would lift his spirits up a bit easier.

"You know the last time I checked: superheroes NEED superpowers." Duck said in a know-it-all tone of voice. Peter decided to save them as best as he could.

"Actually back home there are a few that have no superpowers, just guts and guns. There's: Punisher, Tony Stark, David Xanatos, Casey Jones, April, and the turtles." He said knowing that they had guns, money for bots or armor, and mutated, but not powers like theirs.

"You guys WERE the best of us, but until your better I think it's time for a new leader." Danger said to them, ignoring Spider's words as if he didn't say them at all. The team stood there in an awkward silence, but thankfully their founder was the one who cleared the air.

"That's an excellent idea, Duck." She began which confused all including Danger Duck himself.

"It is?" He questioned with a happy tone in his question.

"Ace, until we can figure out what happened to your enhanced abilities." She began while ignoring Duck's question at the same time, but she was interrupted by the same member.

"You see, even the boss lady agrees with me." He said proudly to the other six.

"You shouldn't be out in the field, and neither should Rev." She said to the two while doing a superb job in masking her fear for Ace's safety. "Your replacement will have to be: smart, courageous, cool under pressure, and have excellent leadership skills, not to mention a dazzling smile." She said, changing the subject to a second in command. Zadavia made it a point to speak of leadership skill to give Spider-Man a hint that he was not the one, and she threw in the last comment for the web-head to compliment someone. "There is only one clear choice: Lexi, I'm counting on you." She said and with hidden amusement watch the duck's ego take a nosedive.

"All over it, boss." She said and gave the fellow female a thumbs-up, a sign of thanks for picking her over the other choices.

"And you'll have to be fast. I just received this report that the dam for Central Acmetropolis reservoir is about to burst. Billions of gallons of water will rush down the river and flood this campground FULL of tourists. There's no time to evacuate. Lexi take Slam and Duck; good luck. Zadavia, out." The blond woman said while giving them images of the dam, and the tourists.

"You heard her. Let's jet!" Lexi said to the others, and they were all off. As two of them rushed out Duck just walked away - still miffed of the second in command role.

"I have a dazzling smile." He said grumpily. This time Peter did speak, but more to himself.

"Yeah, compared to a bullfrog." He then saw the other two and swung over them before landing in front of them. The loner stood in their path to get to the main path of their launch-pad. "I'm coming too." He said sternly to the stand-in.

"Pete, no." She said flatly. She didn't want to waste time, but she didn't want to anger the web-head either.

"Why not? My powers my help here." He said to her in an annoyed tone. Not believing that she didn't want help from him.

"Your big-brain is best useful here." She said in a stern tone while pointing at their home. She saw that he was going to saw something, but stopped him, "Please, Pete." She whispered to him.

"All right, you win. I'll stay here." He said to her and side-stepped from the door. He just didn't feel right for them to leave without his spider muscle, but he had to. "Just be safe, cottontail." He whispered so only she heard him. The three of them put on their packs and headed out.

"Check it out!" Lexi exclaimed when their target was within eyesight. The wall of the dam was breaking faster than their informant told them about.

"Hey! I thought she said this dam was ABOUT to burst." Duck said, angry that they got bum info from their founder. He turned to the fellow dude and could tell that the devil was in agreement he even babbled out a statement that sounded like.

"It just busted…" Lexi kept her head in the game instead of wondering how the time accelerated. The woman just had to rally the troops and she knew exactly what to say.

"Whatever guys, let's bust a move." She said to them with a some order in her words. The three of them saw the water rushing and the people screaming, but they landed in the campground and got ready to deal with this surge. The first try came to the mallard of the team.

"Watch and learn, Lexi." He said to the stand-in leader before creating four eggs and then added, "The boulder express to the rescue." The eggs that he shot turned into boulder-like objects and were stuck in the chasm: preventing the water to pass any further or at least he hoped so which it did, but not long enough.

"Looks like the Boulder Express took a dive." Lexi commented as she and the others watched as the water rolled OVER the barrier. Duck then tried to lighten the mood just like Peter would do about this time.

"Oh, well, at least ducks can swim." He said to the others praying to get a chuckle, bur received nothing, but another command from the female bunny.

"Time to get Slamin`." She said and that was when Loonatic Purple took the hint and got to work. He created a cyclone and headed toward the disturbance with a smile.

'Sometimes its scary being this good at what you do.' He thought as he headed to the river. His plan was simple: set the tornado to suction to handle it. His plan was cut short when he heard the one thing a hero could never turn down: a cry for help.

"Help! Help! Someone help me!" The voice said an average Joe before they sunk beneath the waves, and that was when the devil headed for him not knowing that it was a one-man ambush for him. The instant Slam was under the element he felt something grab onto him. "Gotcha!" He said with evil glee before rising to the surface in twister form.

'Can't see Slam, so I guess I'll create a barrier just like Duck tried to.' Loonatic Pink thought before applying brain blasts to the cliffs that surrounded them. The debris that fell DID make a blockade, but it was destroyed in an instant. As for the 'civilian' and Slam, the guy buzzed past the two while they were handling the water, so he could dump the excess baggage.

'This is where you get off: HAS-BEEN!' He thought with pride before going after the flood by himself. "Stand down, Super dudes. There's a new hero in town." He said to the two future meals. As he spun past them, thankful that Slam's power could restore hair, used Ace optic blast on the cliffs just as Lexi did, but this time it worked.

"Who is this guy?" Lexi questioned aloud with a surprised look on her face. She was impressed that he handled that situation in no time at all.

"I don't know." Slam said as he walked to the others despite the fact that his body didn't feel up to full power. After he was done with the dam the drainer decided this was the best time to get two more different powers for himself.

"The name's: Sypher." He informed her after deactivated a Tasmanian Tornado, and added, "And I've always wanted to meet the HOTTEST super hero in Acmetropolis." He said the last part while shaking her hand, and the moment she felt his hand Lexi knew it was bad news. As he felt her powers go into himself he decided to gain another fan by saying under a whisper, "By the way I'd double think about that bug since you need someone better looking."

'That was weird.' She thought after the handshake was over. The rabbit took a few steps back while holding her offended hand.

"You too, duck." Sypher added, not caring about her anymore.

"Well, finally, I never refuse an adoring fan when he's adoring me." Duck said while putting his egg away. He was so caught up in his gloating that he didn't see the fear in the other members eyes. Before the suck-up sucker could pilfer any more powers a crowd of admirers plowed over duck, picked up Sypher, and left the three in their dust. The group of civilians were saying praising statement that raised his unneeded ego, but there was one that he added onto.

"He saved us. He's a hero." One of the people said and that was when he said with an evil expression.

"Make that super hero." He pointed out and then lost himself in their admiring words. The three true heroes just stared as the crowd left them behind.

"Don't we at least get a 'C' for trying." The agile of the trio said since that is what she got at school when she started out, and those were just fine for her parents, but apparently not enough for fans who turned on you at the drop of a hat.

"Fans? I'm back here?" Duck said after getting his head out of the sand for a moment before flopping it back down due to the pain. "Available for autographs." He added through the sand, but the other two were concerned over what this guy wanted with their special abilities. Feeling that there was nothing else they could do the three animal heroes flew back home to give the others their insight of what happened.

"Then he touched us and our powers were gone." Lexi said to three of the four other heroes. She saw spider punch his right fist into his left palm out of anger.

"If I was there that jerk wouldn't even gotten into breathing room to you." He said to her with plenty of anger in his voice. The three heard and knew that when it came to the safety of friends the web-head often went for extremes.

"It's okay, Pete, I'm still alive." She said to him in an attempt to calm him down. He eased a little bit after realizing that fact at least. The ex-speeder tried his luck of lightening the mood as well.

"Well, If he did steal our super powers…at least he's using them to save people." His words did not go over very well for those in the room; especially Lexi Bunny.

"Sorry, but stealing is stealing. Time to take this guy down; I want my powers back." She said in anger. Peter felt sorry for her since there was a time he lost his powers and he couldn't do anything right without them.

"We'll get `im back, I promise." He said to her after placing his hand on her shoulder. She looked at the blue face and smiled. If there was one thing she could count on aside her powers it was Peter Parker himself: able to make her feel better. Her joy ended early when one of the few ones that had power spoke out to her.

"Calm down, your already on one big power trip." Duck said to her with an accusing finger. He walked over to the canine and added, "No. Tech, Pete, and I are the only ones left with super powers, and seeing as those two couldn't lead a parade: I should be making the decisions." The bunnies saw that the statement got to Tech they looked over and also saw that the arachnid just shrugged it off.

"All right then, Duck. What do you think we should do?" Ace questioned, wanting to see if the descendent of his families rival was up to this heavy of a task. The male bunny mainly guessed that Danger had a 50/50 chance of coming up with the right answer.

"Well, we should…uh." He started with his left index finger to the heavens and added, "Well, we should, uh, hunt down this Sypher guy and find a way to get all of our powers back." The other six were a little surprised that he came up with the right game plan.

"Whoa. He got it on the first guess." She said with some sarcasm in her voice. As soon as they had come up with a game plan the founder of the Loonatics made a broadcast through their television ready to give them a location.

"Sypher shouldn't be too hard to hard to find as we speak he is acting as the Grand Marshal at a parade thrown in his honor." Zadavia began and then showed them the parade she was speaking about which only made Peter think back to how he thought his powers were only to give him a quick buck.

"Yeesh. Talk about over exposure." Ace said to the team after he saw the whole thing, but he, and Spider-Man, knew there had to be more than that.

"Don't be too impressed. Sypher is NOT as heroic as he pretends to be. Watch these images recorded at the dam by one of my own satellites." She began and waited for them to watch him look around and then attacked the stone wall with a familiar weapon.

"That faker: He used my powers to crack the dam." Ace said, getting ticked off that his special ability was being used in such a minor, and neither could the others.

"Further proof why my powers are best. Oh yeah." Danger said boastfully even though he didn't like that image either. The others all sat down on their crescent couch while watching the images.

"That glory hog set us up to steal our powers just so he could be famous." Lexi said to the others in disbelief. Peter was getting angrier after hearing and seeing this before him.

'Just another reason to kick his ass.' Spider thought while glaring at the screen. The blonde woman decided to continue her point of showing these images even though she had a feeling that her team already knew it.

"Precisely, and he needs to be stopped before he does something that not even super powers can't fix." Thanks to Spider-Man the team knew what she meant by that, and they did not plan to let that happen.

"Right." Ace said to the boss and then added, "Now that we know where he is…" He said dramatically, but was stopped by the former pool cleaner, who decided to clear his throat and glared at him. "Oh, right, Duck. Take it away." He told him after remembering that he wasn't the team leader at the moment. The mallard stood up and decided to rally the troops.

"Yes. Now saddle up, and let's…uh, uh, you know…um…uh…" He tried but couldn't think of anything cool to say at this time. The leading bunny saw his plight, so he got up and whispered something in his hidden ear before sitting back down. "Rain on his parade!" He said with a left fist raised high.

"I couldn't have said it better myself." Ace said while looking at his nails. The team got up and were about to head out, but a thought came to the seventh Loonatic.

'That might just work.' He thought after he was done. "Hey, guys, mind going over there without me." He said to his team in an: out of the blue tone. "Don't worry. I'm still all for kicking his tail, but I have a different idea." They didn't know of his plan since they were stronger as a team, and they had a feeling it was a solo thing. "Just stall him for a bit, okay." He said to them, and waited for a clear answer.

"We'll do what we can." Duck said in a serious tone, and they were off to take him on. He headed for his arsenal of costumes and knew which one could help him out.

"Spider-Man Unlimited, time to go to work." He said after getting into the room and opening the case to that costume. He deactivated the nano-tech that made the suit, put on the watch, and turned the nano-tech suit back on. "This one will do just fine, but where am I going to go." He said after the suit had consumed him.

"I may have the answer." Zadavia said as her face appeared on the inside of the lenses. She saw from his eyes that her arrival spooked him, but she moved on. "These are the coordinates of Sypher's new home, and I have a feeling your plan involves where he calls home." She said with a smirk, and she knew that she was right.

"Maybe." He answered back and decided to get there as fast as possible, so the others didn't have to be in the line of fire. The other Loonatic members on the other hand had arrived in the crowd of admirers, listening to the praise of this false hero.

"Chill, everyone. There's plenty of Sypher to go around." The now red and yellow 'hero' said from inside his new convertible. Duck who also liked to be the source of a crowd decided to speak out to this guy.

"Is that so?" Duck said to him, making everyone look at their old hero team the: Loonatics. "Save the celebrations for the REAL superheroes because there's no super in Sypher because the real Sypher is a super-Sypherless, uh…Sypher-head." Duck said proudly with his fists to his waist. The confusing statement just made the crowd go silent and the second bunny slap her head for his idiocy.

"Dude, that makes no sense." Sypher said what everyone else was thinking. Danger then decided to save himself by explaining his statement in plain ape.

"It means you stole my friends powers okay?! It mean you're a big fraud!" Duck said in anger, an anger of knowing that he was the one that damaged his team.

'Shit. They know.' The drainer thought before hearing a group gasp from the crowd. That is when he used their surprise to his advantage.

"And we're here to take our powers back." Lexi added to Danger's comment with her left fist going into right palm. While the guys were stalling Peter got to the place he was aiming for.

"So, the city gave that dork his own mansion; that's a little unfair." He said and then scouted around and saw his usual way in. "I really wish the bad guys houses wouldn't have an air duct on the outside. It makes it too easy for arachnids and insects to come inside." He said and swung up to the spot, opened the cover, and crawled inside. After a few short minutes he found what he was hoping for: a station for the stereo for the whole place. As he was looking for the right input spot he thought of only one thing, 'These guys are ALMOST as fast as Tech in terms of building…I hope he's okay.' As for the parade Sypher spoke out to Lexi's statement.

"Stole YOUR power?! Look, they're buggin` because I can do everything they can do, but WAY better. Their just tryin` to smear me." He said to the crowd while pointing at the team and then at himself. He then added something that would have made Spider-Man cross a certain line if he heard it himself, "I say they go back to the petting zoo where they came from." The crowd began agreeing with him and booing their old heroes. "But we at least give it up to their pet spider, at least he had the guts to stay home and praise a true hero." He added, mainly just to see the anger in the team's face from his comment of their seventh friend. "Besides, Sypher is willing to forgive and forget." He said to the crowd before using Rev's powers to get close to the only brainiac there. "Will you be my bud?" He questioned while touching the shoulder, and draining his powers.

"I'm sure he's fine." Peter said, not knowing how wrong he was.

"Tech! Get away from him!" Ace said to the sucker after seeing the weary expression on the canine's face. He then got over there and pushed him out of the way, not knowing he was too late; Sypher absorbed all his powers.

"See? I just want to be buds, but the hero HAS-BEENS won't let me." He said to the crowd and got jeering as a response in his favor. The six knew that they could not count on the will of the people, but they still had a job to do.

"All right! I've had enough of this super-clown!" Danger yelled out and added in a whisper to his team, "Maybe if we all rush him at once he won't be able to defend himself." He looked for the true leader for the nod.

"Good thinkin` Duck. Ooh, your starting to scare me." Ace said which was pretty true since the mallard came up with that one on his own. They did just that, but were denied when the faker countered with a stationary twister which forced them into a dog-pile: Danger, Tech, Ace, Rev, Slam, Lexi.

"Anymore thoughts?" Duck questioned to the team since that was his best one.

"Man, they are totally out for me." He said to the crowd and then used Ace's powers for offense. He blasted the buildings around him, causing the pieces to fall. He then watched as the creatures that were trying to ruin his happiness were on the defensive. While the team was dodging, Peter found what he was looking for.

"An input for an MP3 player." He said and pulled the said music tool from his new suit, and attached it. 'This thing is loaded to the max with Nickleback, Megadeth, Metallica, and Aerosmith.' He thought with a smile. After putting the device in play he then touched the console and used the nanobots for another purpose, investigation. 'So the biggest stereos are in his 'thorn room.' He thought after pulling up the building schematics, and added, 'This will work out better than I hoped.' He then went out the same way he came in. "Hope Lexi…I mean the team is doing okay?" He muttered while in the vent, and decided to contact one of his team members when he was closer to the city. 'If he hurt any of them in any way I'll show that bastard a whole new world of pain.' He thought darkly.

"You see, I got to defend myself." He said to them, knowing that the crowd believed they believed his lies. "HA! Look at the little rabbits run!" He said in malevolent glee before attacking another building. The pieces this time forced Tech and Slam to dodge them. He smiled that soon the heroes would get the message and obey him.

"All right, Captain Suck-up, and I mean that literally." Duck said after quacking on top of some debris and then added, "Let me ask you something…can you do this?!" In his statement he formed two eggs: one in each hand.

"No, but it sure looks cool." Sypher answered back in a calm fashion with a thumb-s up. Danger then leapt into the air and then threw, but Sypher used Rev's speed to dodge the attack, and went back after the attack landed. "Sweet." He said when he realized that the creator of that attack could change the effects and added, "But can you do this." He used Rev's powers to speed and charged right at him. Duck saw it and used his power of quaking, but somehow made a smokescreen in the process. "Gotcha." Sypher said in a sinister tone, but realized that he only grabbed air, and he soon heard him reappear.

"Ha! Top that!" Duck said as he stood on top of the parade balloon. While he was up there he heard a voice from his com link.

"Duck, it's me." Peter said. The Spider-Man Unlimited suit was designed with a com link in the mask, so he was free to use his hands for swinging. "How's the fight coming?" He questioned out of concern and curiosity.

"Could be better." The water fowl answered back, and watched as Sypher ran on the side of a building and stood there for a while before jumping at him. Duck quaked at the last moment causing the 'hero' to only land on another form of hot-air.

"Where are you, Duck Dud?!" Sypher said in an angered tone. Ever since he got those powers he vowed that NO ONE would ever make him look like a fool especially heroes. His anger did not go unnoticed: the other Loonatics saw it too.

"Hey, look, Duck's actually gettin` to `im." Ace said in praise to the others. The others saw this but only the other bunny had something to say about that.

"He's elevated: annoying to a superpower." Her comment made the other bunny speak of one that hasn't really been on the front lines for this fight.

"And here I thought that was Spider-Man's job." None of them realized that he was still on Duck's com link.

"What do you mean: 'could be better'?" He questioned before landing on the roof of a building and added, "Hang on, I'm gonna borrow your eyes for a minute; just keep fighting." Loonatic Orange did as asked from Loonatic Blue.

"Head's up." He shouted and threw an egg at him. Sypher saw the projectile and used a defensive twister.

"Back at ya." He said when he felt it hit his tornado and rounded back at him.

'Big deal, I'll just…' Duck thought, but was interrupted by Peter. On Peter's end his suit's eyes became orange: a symbol of who's suit he was looking through.

"Let it hit." He said in a serious fashion. "Trust me, when I face him…well let's just say he'll be happy he has Tech healing power." He said back to the duck. Following another request Danger let the jam egg hit. Duck stumbled a bit and then fell where he was caught by the evil flying hero.

"Gotcha, duck." He said after the rescue, but still in the air. "How does it feel to be quacking with fear?" He questioned while feeling the power going into him.

"Despicable." Duck said in defeat. Sypher came closer to the ground and just dropped him.

"Maybe this'll show you that I'M the only hero this city needs: NOT YOU, AND DEFINETLY NOT SPIDER-MAN; ME!" He shouted at them and then quacked to his new home. The team then decided to just got home.

"Well, that's six out of seven." Ace said knowing that he had almost all of their powers. The only one left was that of Spider-Man, and the bunny knew that he was not happy.

"What are we going to do? Now that he's got my powers he's practically invincible. We're doom! DOOMED!" Duck said in his overly dramatic fashion which got on to Ace's nerves quite easily so he walked away. As he left the water fowl he brushed past one of the two geniuses who also didn't like this fight either.

"Duck's right. Without powers…we're useless against him." Tech told the leader in defeat. Ace had his back to the team, thinking of a way to rally them to deal with him again.

"That bloated fame hound won't get the best of us." Ace said in an encouraged fashion while slamming his left fist into his right palm. "We can take him with what we have left: our skills." He added while slamming both fists onto the conference table. That last sentence already gave Tech an idea.

"You know, I could fashion some kind of body armor. Yes! I may have just the thing! Leave it to me." Tech informed with them with happiness and then rushed over to his lab. Even hearing Ace and Tech, Duck was still out of it.

"Did I mention we're doomed. Doomed I say." He said again, a little calmer, but still freaked out. The super genius began to work on the items he thought of and in almost no time at all the items were ready for a field test.

"Here they are: ready for combat. Designed and calibrated to your individual brain patterns." Tech said to them after handing them the armor for them to put on.

"Now that's what I'm talkin` about!" Duck said enthusiastically after putting on his chest plate. The canine then went on to tell them of what the armor was for.

"Nano powered bionic suits; so his magnetic powers won't effect us. Each suit has been designed mimic and deflect our individual super powers." He said and then went down the row from his left to his right. "Ace: yours is specially designed with Laser Goggles." A sheet of metal was lowered and the lead bunny tried it and melted the metal; which he gave a thumbs-up for good work. "Rev: has speed accelerated legs and wings." Rev ran on the same treadmill as before, which came thanks to Tech using a button configuration, and the scale went beyond - 8000. "And Lexi:." He began to get her attention and when she did he added, "An ultrasonic siren to blast Sypher's super hearing." She made a short range scream, not enough to damage, but just enough to test it. "Slam: circular jets which will allow you to make a Tasmo-Tornado." The brain added, and the big guy made a brief try since he did not want to damage the lab. "Duck:…yours…" The canine was hesitant since he was embarrassed.

"Yeah, I found it. Doomed!" Duck said after jettisons a nickel worth gumball from his armor and looking at the object with worry.

"Hey, give me a break. I only had five minutes to come up with all of this." The coyote said in a hurt tone. When they were looking at the armor the seventh one's voice came at them.

"I guess you left me out." Peter said and came in wearing the silver/black armor. The others saw that the silver was where the red was and the black was where the blue should have been. "No worries, this suit has plenty to offer me." He said to them and then added, "Come on let's get going, so I can show him that no one messes with my friends." The team headed over there: six by hover-bike and one by jets.

"Zadavia, pinpointed Sypher's HQ straight ahead. Look alive, gang. I'm picking up security sensors." Ace said as they came and landed in front of a big building one that Spider already knew about. This time he decided to try using the front door; or at least he wanted to.

"Aw, great, there's no doorbell." Duck said after they dismounted and Peter turned off his jets. The comment made the web-head smile under his helmet.

"No problem." He told them and activated two dual rocket launchers on his shoulders: two pack on each shoulder, and one missile launcher on both forearms. "I got that one covered." He informed them and took aim. Normally he would have used stealth, but since he damaged his friends that was a totally different thing.

"Don't have to got with those sort of extremes." Tech said while placing a hand on one of the forearms. "After all did I forget to mention that my suit has electro magnetic palms." He added and attacked the doors. As soon as the power consumed them they bent to his will; Peter put away his arms after seeing that.

'Guess you could do it that way, but it's not that fun.' He thought as he followed the rest of the team inside the den of deceit. In the main room was the pain in the shell sitting on a hovering throne.

"Hola, EX-super dudes. Check out my new crib. Pretty nice, huh?" He chided to the seven warriors. When they were a bit closer he added with sarcasm, "By the way: nice threads." This made the field leader go with a line that only his family could come up with.

"So, what are you: the fashion police." He question and that got Sypher's attention.

"Bring it on, bunny." He said back before leaping up and tried to use Ace's power's twice: one for Ace and the other for Tech - both failed. When he landed the leech knew what the suits were thanks to Tech's borrowed mind.

"Hah! Nano bionic armor? Nice one, Tech, but I don't think it'll help you against this." He said and then fired a brain blast from the top of his crazy hair style. The blast missed the team, but nailed the a support beam.

"Back at ya, doc." Loonatic yellow said when he saw the beam coming down. Sypher saw it and leapt out of the way. As soon as he landed Ace tried his Laser Goggles a try, but he dodged all of the attacks with ease.

"Wow, bogus powers too. Very cool. Wait, not cool, sad." Sypher said back to the leader, still feeling confident that he was going to win. He then used Lexi's hearing to hear one of them laughing at him. "Which of you dudes has the death wish." He growled.

"That would be me." Spider-Man said while walking into view. He saw that he was a little annoyed by his happy laugh, so he decided to throw fuel to the fire. "I find your: bogus powers, line funny because you're the one with bogus powers. I mean come on - skill drainer, get real. At least the others relied on their OWN abilities, while you have to steal others to get your way just like you did to Trick." He said and he saw that he was distracted with grumbles of saying he was better than Trick, so he used this to his advantage. 'I really hope these work.' He thought and fired a stun rocket at Sypher's right arm which hit, but there was no damage.

"If you are gonna cry then let me dry your tears." Ace said and rushed him alone. The bunny hoped that Tech's healing factor didn't go to that fool. Sypher cleared his head and got ready to fight, but felt no response to his right arm.

'That pain I felt MUST have come from the bug.' He thought and saw Ace coming at him, and was grateful that he was able to dodge the first strike. "Bring it on! Even with one arm, I can still use your moves." He boasted as the two of them faced off. He tried a ground smash punch, but with only one arm it didn't have enough power, and the bunny was able to dodge it. Ace wall sprinted a column, back flipped and then grabbed onto him from behind. "Hands off, me!" Sypher pleaded when he felt the power of Loonatic yellow go into the owner, or at least some of it.

"Hey…something's happin` in`." Ace said when he also felt some of his powers come back to him. Sypher not only felt the power lose, but also Tech's healing factor fix his numb arm; with it, he broke free from the grasp and threw the field leader of the team into a wall. "Hey!" He said in surprise after taking off his helmet. Spider then decided to use another one of his suits tools.

"Since your obviously going to win, your going to need some victory music, and I'm just the right guy to give it." He said and walked over to the right side of the room.

"Okay: one - how did you know I had a stereo, and two - I don't have any music." Sypher commented as he watched the silver Loonatic walk over to the wall, and stopped.

"I stopped by here when you were at your parade, and I gave you some of mine." He answered back while using the eyes of his armor to find the main power juncture of the room. "Not to mention I think Lexi has a message for you." He added, and found what he was looking for. He rose his left arm to form half of a football goal and a sliver of the back of his hand opened allowing a spike to come out.

"He's right. I do have a message for the new hero of Acmetropolis and it goes…like…" She said to the power monger with swaying steps to him which she saw made him a bit nervous, but she focused on Loonatic Blue's moves. Peter had forced the spiked fist through the wall: forcing several speakers to appear so she finished her statement, "THIS!" She screamed and Spider-Man used the first Nickleback, and the other bands songs at the same time and at full volume.

"MY EARS!" He said in pure pain. Trying to deal with the song and her close range screech is something he couldn't handle, so he fell to his knees. Lexi stopped her screeching and got some distance, but the music still played. Sypher blasted his speakers and then fired on Lexi: herself.

"NO!" Spider-Man said in anger. He sheathed the spike and charged at him. Before Drake could do anything a silver fist SLAMMED him in the stomach followed by a knee to his chin. "You steal my friends powers!" He shouted and gave him an uppercut. "Mocked them in front of a parade crowd based on what they looked like." He added with a foot stomp to his ribs grateful that they told him of that. "And you risked the safety of civilians - JUST TO BE FAMOUS!" He yelled at the top of his lungs and punched him at max strength to Sypher's left face cheek: which sent him spinning a little bit and then fell. "Slam, finish this." He said darkly before walking over to the female bunnies side.

"Right." Slam said back, even though he was terrified over what he saw. The devil shrugged it off and went for his synthetic Tasmo-Tornado. As he was charging Sypher was almost done recovering from that beat-down, but saw the Tasmanian's attack.

"Tasmanian Tornado, HA!" He shouted feeling confident of dealing with the brute of the Loonatics. As the light purple and the red/yellow tornado clashed causing it to rain INSIDE a building the leader decided to talk to the coyote for a different plan of attack.

"Tech, I know how to beat `im!" He started as he and the others hid behind a fallen column. "When I touched Sypher I felt my powers comin` back." He added while thumbing to himself. After hearing the canine fully understood Sypher's strategy.

"No wonder he won't let any of us get near him. He absorbs the abilities through touch, but we can get them back the same way." The coyote said in praise since he kind of missed his healing factor. The team then watched the twisters final dance, but saw that it was Slam that lost.

"And that's a wrap!" He shouted after winning that one tussle. Ace was angered that he was throwing them around so easily, but he wasn't going down without a fight.

"Time for a little squeeze play." He said while looking Drake straight in the face. He looked to his team and said, "Come on guys: all together now." The seven of them ran straight at him. They all tried their luck but they were defeated: Ace by elbow, Duck thrown, Tech muzzle grab, Lexi kick in stomach, Slam a straight punch, but as for Spider, he took the web-head's wrists: spun and threw. Rev put his suits flight to use and charged at him, but he ported away.

"Oh-no." Rev said and slammed into a stone beam. Tech got back up and decided to do a trick that caused great pain to his family.

"Why don't you take a seat, Sypher." The canine commanded and used his gloves on the thrown. The copycat watched as the seat was right above him and coming down.

"That's okay, Tech. I'd rather stand." He said and used the stolen Magnetic powers on the chair and threw it at him. After the collision of coyote and chair he began laughing about his 'victory.'

"He's never going to let us get near him, chief." Tech said to the leader. Ace, just like every other rabbit always came up with a new plan; like right now.

"Unless he doesn't see us comin`." He said back to him. The yellow hare made sure his volume was enough for the blowhard to hear even without Lexi's ears.

"Aww, the poor wittle Loser-tics all fall down." Sypher said after a boastful laugh. 'Maybe I should ask them to surrender that way I'd get a fuzzy feather-girl.' He thought and imagined Lexi moving a big feather to fan him: and liking it, but his dream was cut short when the leader spoke out to him.

"Yeah! Well, come closer and say that to my face." Ace said back to him. Sypher heard what the bunny said earlier, so he knew that it was going to be a trap, but he just had to point out that fact to them.

"HA! I have super hearing, remember?" He commented while cupping his left and added, "I know what your up to. I've been where you are, and I am NOT going back. When I take you guys down, I'll be the only one this city will need." He took a deep breath and said, "You are so over."

"Duck, egg him." Ace commanded while pointing at their angered target. Danger got ready to launch, but Spider stood up in the line of fire. "Web-head, what are you doin`?" Ace questioned after seeing him stand in the path of the would be attack.

"Just trust me." He said and walked over to him. "You said with the Loonatic Powers you'll be the only hero." He questioned, and that was when Sypher glared at the one that caused some serious injury, but he nodded just the same. "The truth is you only have six powers and there are seven members." He said calmly and added, "That's why…" He stalled as he accessed a mental command to have the armor of his right arm to separate. He slid the piece off and simply dropped it on the ground. "Here." He said and presented a handshake with the unprotected arm.

"Spider-Man, what are you doing?" Lexi demanded to the seventh member. She couldn't believe that he was willingly giving up his powers.

"Since you guys don't have your powers, I might as well join the party." He said back to her and then looked back at the Mighty Morphin Power Monger. "Well, you suddenly afraid of germs or something: shake my hand and take my powers." Sypher happily took his hand and shook it.

"It'll be a pleasure returning the favor of what you did to me." The drainer said and took his hand. Peter felt his powers being lost, but he also felt his memories being copied: mainly the bad ones. When the drain was over Sypher praised himself for what he just did. "Now I can take you all down with ALL of your powers, that is unless you want to…" He stopped as all of these unknown images began to flood his mind. 'What are all of these?' He thought as he saw images of blood, gore, destruction on a global scale, and death.

"It's a packaged deal: you get our strengths, and our weaknesses." He said calmly and added, "My weakness is a constant loop over everything I couldn't save." Sypher by now was backing away and then blasted at random with their powers, but Peter rushed at all of the attacks and used his armor to shield the others.

"Get out of my head!" He shouted as a loop of Peter's home going boom was on right now. As much fun as it was of Sypher destroying his home they needed their powers back.

"Now, Duck, egg him." Peter said while taking a kneeling pose for some reason or another.

"Order up, Sypher." Danger said while throwing one of his fake eggs at the enemies eyes, but Peter launched some sort of strange light green substance from his left arm. The egg covered the eyes and the green goop held his legs in place.

"Now, rush `im." Ace commanded to the others. All of them grabbed a hold of the opponent and all of them felt their powers coming back home.

"No." Sypher said through the mental trauma.

"Oh, Yeah!" Rev said after feeling his powers return along with his fast speech.

"No, Don't!" He shouted when he felt Lexi's and Ace's powers going home. "No." He shouted when he felt his porting powers going away.

"YES!" Duck said after feeling up to full. He then felt Slam, Tech, and Spider-Man's powers leave him as well.

"Would the real superheroes stand up, and the phonies fall down." Ace said after all of them got the right powers. Before they headed out Spider got his MP3 player and his arm back, and Tech secured Sypher with his gel gun for the proper authorities. The team flew back home, ready to hear the latest from Zadavia.

"Congratulation, team. Now that word's out on Sypher, his popularity has plummeted. He won't be touching our lives any time soon." She informed the seven with Peter still in his red and blue suit. "Nice work, all of you. Zadavia, out." She said to them and faded the transmission.

"All righty then. I want your reports on this Sypher mission on my desk first thing in the morning: BEFORE group calisthenics." Danger said to the other six as soon as she was gone. The commands confused them, and it was the blunt bunny who wanted answers.

"Reports? Since when do we right reports?" She questioned the duck over what he was babbling about while sitting on the lounge room table. He was about to answer, but another question came up.

"Or exercise?" Tech, who was on the couch to Ace's right, was the one that asked that, and added a shrug.

"As team leader I decided to make a few changes around here." He answered before anymore questions could be asked, and then added, "I'm gonna be running a tighter ship."

"Did he siphon your brain, duck? Ace is still our leader." Lexi said with a hint of anger in her statement. The mallard got close to her and gave her his reason of still being in charge.

"Excuse me, missy. I didn't hear the boss-lady mention ANYTHING about Ace being back in charge. Did you, Slam?" He answered and then questioned to the one that wasn't really paying attention. The devil has cleaning his left ear before realizing that everyone was looking at him. After pulling out his target he mumbled.

"I didn't hear anything." This allowed the duck to continue with his babbling to the feminine bunny.

"There ya have it." He started with both hand gestured to his supporter and added, "Clearly, she wants me to remain in charge. Numero Uno." For that statement: both hands were on his chest, and then stuck his right index finger into the air.

"Duck?" Zadavia said after reappearing. "Get over yourself. Ace is back in charge. Now is that understood?" She said and saw that the fellow female moved her arms across her chest and added a, 'told you so.' expression which changed into a shrug.

"Yes'm." He answered back her and Lexi had a big smile on her face.

"M-hmm. Zadavia out." She said and disappeared again.

"Ah, it's good to be back." Ace said to the team after standing up and placing a hand on Duck's shoulder. "Come on, everyone, let's give Numero Uno sometime alone-o." He said to the others which they all happily left the room.

"You know I didn't quite hear WHEN she wanted back in charge. Tomorrow or maybe next week? She wasn't specific! Everyone get back here and listen to me." Duck complained to the others were already on the elevator and left.

'So his weakness is fear.' Lexi thought while in the elevator. 'Is that why he hasn't said anything personal to me since that night?' Lexi thought, but moved that thought away and tried to concentrate on her free-time.

'I have to be calmer of dealing with these latest freaks.' Peter thought since he knew for Massive and Sypher he had let his get the better of him, and he can't afford that.

"I'm just happy your safe." Zadavia said, meaning for Ace's well being while looking at a blank screen.


	14. Chapter 14

Spider-Man is from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Chapter 14

Time travel x3

"Acmetropolis is under siege by a mysterious new threat. Some kind of terrifying monster machine. Reports say it was a robot stolen at the Acmetropolis weapon laboratory, code name - Trol-Bot 9000. The Loonatics are valiantly trying to stop it." A reporter in a tattered blue suit informed the viewers while having the camera move from him to the Ariel fight. As for the machine in question it was determined to make it all the way to their base.

"Lexi, Spider, on three." Ace informed the two when he saw that their individual attacks weren't working. The arachnid and the female hare flew up to his sides; he counted down from three with his fingers, and then they did a combo attack on the left propeller. Spider-Man launched impact webbing balls which covered, but did not stop then Lexi used brain blast and Ace used optic blast which all made a very nice boom. Without one of two of its propellers the Patrol mech fell to the streets below.

"Okay, we did the fun part of getting it grounded, so are you ready to give it it's punishment." Spider said through his com link as he and the other three landed in front of the caved in road. Earlier in the brawl the team went two ways: Rev and Tech prepped a blaster while the other five stalled it.

"Don't worry, bug. My metallo converter will neutralize it." He informed before pressing a button on his arm pad which caused a stand with a gun to come out of the wall of their home. A little after he landed and was heading for the gun the Patrol-Bot was out of the ground: unharmed.

"Let's jet!" The field leader said to the other three after gawking at him walking at them. The four took flight, ready to carry on with their plan. "Closing in on you, Tech." He warned while he, like the others were trying to deal with it.

"Almost there." He said back while doing some last minute wiring on his blaster. The devil, who was on Ace's team, tornado spun all the way to the robot's head. Loonatic purple tried to take a few swings at him, but was flicked away, and went through three buildings, but stopped at the far wall of the fourth. The patrol patriot felt something hit its head, it was web balls, eggs, optic blasts, and brain blasts: all of which had zero effect on it.

"Split up!" Lexi shouted when he saw the opponent raise it's right arm, and was charging for a blast. When it fired three of them were able to fly out of the way, but the fourth used his quacking powers.

"Now you'll see what a REAL superior hero this duck really is. How about a robot omelet, buddy?" He proclaimed after quacking back near the waist of the enemy fighter. The mallard created a big egg, and tossed it, but the machine had a strong defense which deflected the glowing sphere back at him. "Aah! Luck for me it was a tar egg." He commented calmly while being covered in that substance. The robot walked past them, and focused on it's target: their home.

"Come to papa." Tech said while standing at the edge of the small landing. "Rev, the Turbo-Reverse modulator." He asked when he knew the mechanical one was close enough. As always Rev's speed saved a boat load on time as he came back to the landing, after going in to search for it, and handed it to the coyote. He put it in a special spot under the handles for the blaster. The bot did not like the sight of the gun so it attacked with green beams from it's hands, "Eat dust, troll." Tech said while holding the handles, and pressed the button for firing, but instead of taking out the Patrol-Bot it blew up in his face. "You already reversed the reverse modulator, didn't you?" The now red eyed, crispy skinned scientist asked his speed warrior who was just standing there.

"I sure did, wasn't I supposed to." He answered and questioned to his fellow Loonatic. He thought that he needed it reversed before hand hence the name.

"Hold that thought." He said before his body dissolved into a pile of dust with some slight groaning. Not taking any chances the robot fired four rockets from it's four pack missile launcher on it's left shoulder, and made a BIG hole in the middle of the spire. Spider from behind tried flying behind it.

'Now, you ticked me off.' He thought while flying there. He was so filled with rage that he failed to notice that not only did Loonatic red and green got out in time, but that several pieces of debris came with it. One piece in particular hit him on his side while he was using experimental impact webbing. "That didn't tickle." He said after slamming back first into the ruins of a building and slid down. As he strained to stand up the arachnid looked up and saw the robot coming at him. Unknown to him there was a thought going through the mind of the bot.

'After taking him out I'll take care of the bunnies, and then everybody else.' It saw the hero backing up, despite being pinned on all sides. The machine raised it's foot ready to stomp him.

'This is gonna leave a bruise.' He thought while ready to accept his fate. He covered his eyes and screamed at the top of his lungs, waiting for the end, but he jolted up with his eyes wide open he saw that he was in his room. "That was one shell of a dream." Peter said before scanning his room and added, "At least I…think it was a dream." He then got out of bed, dawned on the Loonatic threads, and joined the others in the kitchen.

"Mornin` Pete. You look really run down. I'm making my super duper pick me up shake if you like one of mine, how about it." Rev said to him after seeing the wall-crawler walk over to the counter. As the runner spoke to him he was putting fruit in the juicer and in the blender, he then mixed them together, put them in a glass, and handed it to him.

"Appreciate the offer, there, Rev, but I'm too whipped to probably drink that without spilling it on my pants. Trust me, I already lived through that." He answered back while still giving them his trademark sense of humor. The human turned his attention to Loonatic pink who activated the hover toaster. She placed a piece of bread in it, and after nothing happened she tapped the top of it with her left fist, and it cooked it just right in a flash. "That's just weird." Peter commented after bending down to get a better look at the piece of bread.

"Peter, I know that we need a new toaster, but trust me toast is not strange unless Duck makes it then: watch out." She said since he often made a big deal of the dull sounds that it makes before the tapping, and Loonatic blue knew what she meant - the last time Danger Duck made toast it was something that not even Broadway would eat, but there was something else bugging him.

"Loonatics, your assistance is urgently needed at the Acmetropolis military weapons lab." Zadavia said, appearing in holo-form, and then showed them the image of their destination on their television. The team left the table and walked closer to their boss.

"The weapons lab needs help from us, but they have all those…weapons." Tech questioned, wondering if she was for once their founder was making a joke, or a wild goose chase.

"Someone has broken in and is trying to steal: the Trol-Bot 9000." The blond haired one informed after appearing back before them. She had a feeling that one of the two jokers of the team would make a big production out of what she had said.

"The Trol-bot 9000? No! Not the Trol-Bot 9000!" Danger Duck exclaimed after pushing his way in front of Ace. He then easily settled down and asked the others calmly, "What the Trol-Bot 9000, again?" Ace and the others slammed their hands on their heads at his later point.

"The most powerful fighting machine, ever created." She said back to them, and knew that Duck would speak of that part too, but she glanced at Spider-Man, and saw that he was pretty calm about this.

"NOT, the Trol-Bot 9000!" Duck said with emphasis on 'not' and his arms to his side. Loonatic yellow decided to stop that rambling from Loonatic orange.

"Duck. Try using your inside voice." He said to the mallard, and then turned to his, and the teams, leader, and added, "We'll get right on it." She nodded, and knew that the group would not fail her since they never have.

"Zadavia, out." She said and vanished leaving the team to get prepped for this tussle.

"Let's jet." Ace instructed and the Loonatics went off in different directions to get ready to leave. Just as Duck was about to leave he heard their video com-link being accessed, and after seeing snow Danger accessed the video with a button on his arm pad.

"Hello? Make it snappy gramps we're on our way to save the city." The duck said to the elder in a hover chair in an irritable fashion.

"My name is Doctor Fidel Chroniker, and my grandson is TOTALLY out of control." The elder informed the duck and prayed that he would hear him out, but as always Danger Duck lacked the patience of dealing with the elderly.

"And this is our problem: how? We're superheroes. Send junior to bed without his video games, and let us do our job." He answered back without thinking, and thumbing to the left. The man tried to say something, but was cut off.

"OH, must we got through this again." He said to the now computer screen before him. He put his right hand over his eyes for a moment and then looked back at the screen. As for the location that Zadavia spoke of the intruder was getting down the corridors with little to no problem.

"Attention all personnel, red alert. Security has been breached. An unknown intruder has made his way into the weapons lab." A computer voice said to all available forces, but the intruder kept on coming. He clocked the one at the front desk with one punch, knocked the guard by the guard by the door away, pushed, kicked, and threw three guards that were in the hall that led to his destination, and dropped another guards gun on the owners head all while popping to each guard.

"How is he doing that?" One of the guards questioned while looking at the green Mohawked one.

"Put your hands up." Another said, not really caring for how he did that.

"Identify yourself or we'll shoot." A third said while he and the others took aim at the intruder. The boy looked at all of them and decided to answer that request calmly.

"The name's Timeskip, and today belongs to me. That Trol is mine, and I'm not hostile. I'm just reclaiming what is mine." He said to them and saw that there were a few that pulled their triggers, but he sort of used the same power to get that far only this time to make the attacks stop before him. "The military stole my design, and now they're going to pay for it." He added with his hands on his hips. Soon after his proclamation the team of seven made it to the teenager.

"This place looks worse that my room." Slam said to the others after taking a long look around it. Within the building there was a few people getting the place up and running.

"Your right, it is worse than your room." Lexi added with a slight nod of the head. She and the other six waited for the leader of the base to arrive and tell them what was going on.

"The Loonatics -at last!" A voice said. The voice belonged to a man of military origin, and decided to add, "So glad you're here. I am Colonel Trench, this is my command." An explosion was heard from down the hall. "Or, was. Follow me." He said and the eight began to walk. "Someone calling himself Timeskip has broken it claiming we stole his designs for the Trol-Bot 9000." He informed while walking.

"NOT the Trol-bot 9000!" Duck exclaimed after hearing the name of the robot. This caused the rest of the group to stop after he quacked to the front.

"I'm afraid so." The military man said in a still stern way. "We've been trying to pin him down, but he continues to breach our security measures." He informed them, and as six of them were worried that much, but Peter didn't show any signs of worry.

'Never do care for Government kind of groups especially S.H.I.E.L.D. Those guys wanted to smear the good names of my parents.' He thought after hearing that they could not grab the intruder. The invader of the base on the other hand took care of the guards and began making a few keystrokes, and was able to get his machine out of the special underground chamber.

"Awesome! Your mine, all mine!" He exclaimed when the elevator of the device stopped and the machine stood at full height. About that same time the eight have gotten to the end of the hallway, and it was Trench who saw the problem first.

"No, don't let him near that system! If he gets inside - no one will be able to stop him." The Colonel warned them while pointing at the one with the green hairstyle. Feeling proud of their feats Danger Duck decided to put more pressure on themselves.

"Well, we're just the nobody's to try." He said and the seven of them charged at him with all they had.

"Time out Loonatics." Timeskip said calmly freezing them as they tried to go forward to stop him. Rev tried super speed, Duck tried running, Spider-Man swinging on a web-line, Ace big land leap, Lexi leaped into the air, Tech on foot, and Slam spinning. While they were stopped he calmly got inside through the heel, into the control room, and strapped it, and that is when the spell was cleansed from the group.

'May have missed something, but I say we blew it.' Peter thought after landing from a partial swing, and did not see him around, and that is when his voice was heard.

"Now that I'M in the driver's seat. Let's show `em what ya got." He said to the bot and then made it lift it's left arm which produced a cannon of sorts. Ace tried to blast it, but that was useless since he was still able to move the limb, aim and fire.

"Incoming!" The field leader said to the team as he and Lexi got out of the way. In the end Spider-Man was fine due to his spider sense, but Slam, Ace, and Lexi along with a few guards were out like lights.

'No.' Peter thought before jogging over and checked for a pulse from them all, and the guys all had one. Then he came to Lexi, and when he tested he…found one. 'That's good.' He thought not knowing that some of his primal half was starting to rise to the surface. He looked up and saw that he had turned his sights to the other three.

"Tech, look out. I got ya." Rev shouted when he and the other two saw a missile coming at them, but with the quacking power Danger Duck was spared, and with super speed Rev and Tech were safe. The three of them hid behind the console that gave Timeskip access to the holding cell which a chunk of ceiling debris fell on top of it.

"Come on Trol-Bot, we're outta here." He said after gaining control of his hysterical laughter, and then he activated the machines right arm gun. "Let's take a tour of the city." He said to the robot and blew up a wall. After taking a few steps the mechanical maniac took flight. About this time Ace, Lexi, and Slam were back on they're feet.

"My new metallo converter would turn that thing to dust, but it's back at headquarters." Tech said as he and the others got to the hole just in time to watch it fly. Loonatic yellow heard that, and came up with a plan.

"Right. Then you take Rev and prep it. We'll bring the Trol-Bot right to ya." He said and the two of them took fight, and headed for home. The long eared one turned his attention to the other four and said, "Come on, let's clean his clock." The other five took flight, but unlike the first two the second team decided to deal with the scrapheap.

"Ace, what's the plan?" Lexi questioned after brain blasting the bot's left arm.

"Take out his blades. On three, Lexi." He answered back, and Peter could see that everything was soon becoming like his dream only with Ace sort of using his lines. "We brought it down, you in position Tech." He said.

"Don't worry, Ace, my metallo converter will neutralize it." He said just like before. "Come to papa." He added and watched the creature making a lot of property damage.

"Keep hitting him hard, the plans working." Ace said, and Peter did not recall that sentence in his dream, but he rolled with it.

"You crazy Loonatics. Can't you see I'm indestructible." Timeskip shouted at them which gave the web-head time to open his mouth, but he decided to wait it out.

"Keep driving him toward HQ." Ace told the others as he and the others dodged his fire, and his hands. After some walking the man in the suit saw his target was pretty close now.

"Well, this ought to be fun. Time to bring down the house." He said when he caught sight of their home/workplace, but he decided to get the flyers out of the way first. He fired, but missed them all.

"Closing in on ya, Tech." Ace warned the canine big-brain of the team.

"Almost there." He said back while putting some finishing touches on his ray. About that time Timeskip was getting hot under the collar because the animals were not letting him have his way.

"I'VE HAD ENOUGH! I'M GONNA BLOWUP YOUR HEADQUARTERS!" He shouted to them, and Tech looked over the edge and saw him ready to attack.

"Rev, the turbo reverse modulator." Tech instructed, and got the piece as soon as he said it's name. He put it in as soon as it landed in his hand. Timeskip sent a shockwave blasts from the bots right hand, but Loonatic green stood his ground. "Eat dust, Trol." He said and pulled the trigger and just like in Spider's dream it blew in his face. "You already reversed the reverse modulator, didn't you?" He questioned Loonatic Red, who came to the genius' right side.

"Just saving you time, isn't that what you wanted me to do." He said back with a low voice. Wondering if he did the right thing to a fellow Loonatic, but he knew that thanks to his healing factor he was going to be fine. Timeskip took the time to use four missiles to bring down their home. After dodging some of the rubble Pete saw that Loonatics: red, green, orange, purple, yellow, and even pink did not fair to well.

"Hey, itsy bitsy spider, give up. Can't you see that I won." The green haired youth said in a snobby fashion. The wall crawler could only stare at Lexi form, and that was when it happened: his rage. To prove this his eyes went blue, very blue before he picked up BIG pieces of stone, and started throwing them at him. "Come on, buggy." He said while laughing at his attempts, but he kept on throwing at top strength. "Is that the best you got?" He questioned, and that was when Pete started backing away, but he saw that he cracked it. "Now, it's my turn. I'm gonna show you what I do with bugs." He said as he raised his foot and brought it down.

'Now.' He thought to himself and dodged the foot. He landed on the leg that attacked him, and charged at the crack at full speed. With both fists out he rammed the damage, and was able to come inside.

"THIS IS IMPOSSIBLE! I AM INDESTRUCTABLE!" He shouted in anger when his instruments told him of the breech. Even with them telling him there was danger, not even technology could tell him how bad he was about to get screwed. The boy heard banging from the floor, and after a few dents a creature came threw the floor.

"Now, it's your turn." Spider-Man said darkly. As he climbed out of the hole with a torn up Loonatic suit, due to his climbing around, he could see the kids fear, but that was normal when he was pushed too far.

"I'm still in control." He said but Spider did not believe him. The body suit that he was wearing to control it was suspended by a thick metal pole, but Parker tore the suit and pole together. He slammed him against one of the walls of the head.

"Let's see if your REALLY indestructible!" He shouted and was about to slam his fist through his face, but everything went black. "Whoa. Another night, another dream of kicking Shell-Head's butt." He guessed before getting out of bed and onto the kitchen area. He walked through the right doors and saw that Ace and the others were already there.

"Another bad night. I feel as though I have the same nightmare over and over." He told the others as he was walking to the table.

'So, I'm not the only one that's been having that sort of problem.' The male rabbit thought after hearing his comment. The others on the other hand either didn't have the same dream, or they weren't listening.

"Sorry, Peter, but I'm making up one of my super duper pick me ups. Would you care for one?" He questioned and presented him a fruit/veggie shake. The former loner dismissed the offer and said to him,

"Appreciate the offer, there, Rev, but I'm too whipped to probably drink that without spilling it on my pants. Trust me, I already lived through that." He took a few minutes to think of what he had just said. "Okay, weird, I think I'm still dreaming because I remember saying that." He said aloud and that was when he heard someone yawn behind him: it was Lexi.

"Hello? Only like every single morning, web-head." She told him after the yawn. She accessed the toaster, put the bread in, banged on it, and it worked.

"No, cottontail. I mean you, Rev…all of this seems way too familiar." He informed her while stressing the word 'way'.

"Hello? We only make the same breafasty thing every single morning." She answered him after taking a couple of bites of bread ending in a smile. He walked over to her and said to her flat out.

"And that. What you just said, I'm sure you said before…or something like that." He said to her, while saying that last part lowly.

"Pete's right. Something feels off." Ace said to the others: cementing Spider-Man's theory. The logical member of the team took a practical approach for his comrades plight.

"Sounds like, dejavu." He said calmly while reading the paper, which on it was a snapshot of their brawl with Sypher. 'How does the newspaper ALWAYS have shots of our fights.' He though, but already knew the answer.

"Ja-ja, who?" Duck commented after hearing that one word since he had no idea what it meant.

"Dejavu: the sense your experiencing something over and over again, but I don't think it has happened for two people." He said to them, while mentally reviewing any material of it happening to more than one person, and came up with nothing. 'A new scientific discovery.' He thought with praise, and that was about the time that Zadavia summoned herself in the usual holo style.

"Loonatics, your assistance is urgently needed at the Acmetropolis weapons lab." She said to them with a rushed voice. They all saw their destination, and that was when the other five were getting the same vibe as Spider and Ace.

"Hey, uh, you thinkin what I'm thinkin?" Ace questioned to the others as they walked closer to their founder. Lexi saw a big smile on both Loonatic blue and Loonatic yellow, and knew that it was either a smile of they were right, or in Ace's case another time to see Zadavia.

"Yeah. Your guys' dejavu just became a team sport." Lexi answered him, and knew that neither of them were the 'I told you so' sort, but Parker had to put a comical spin on it.

"So for once the one that sticks to walls is not crazy - weird relief since my nonsense makes sense." He said to the others and got strange looks just like always. 'Maybe I should refrain from making Deadpool references.' He thought as he rubbed the back of his neck in embarrassment.

"Then I'm thinkin what your thinkin is what I'm thinkin." He said while thumbing to Lexi, to clarify. He then looked at the leader of the leader and added, "We're on it, Zadavia." She vanished and he said his trademark line: "Let's jet." He and five others got prepped while Duck had to answer their phone…again.

"Yes. Make it snappy chappy we're about to save the city." He said with irritation to the elder on the screen, and with his arms crossed. The doctor, who also has lived this day over and over again, tried to be reasonable…again.

"My name is: Doctor Fidel Chroniker, and…" He started, but was interrupted by the bird on the other end of his transmission.

"Blah-ditty-blah. Heard it before, bored me then. Now knock it off with the prank phone calls." He nearly shouted back to him. The mallard then angled his arm to the arm pad was right in front of him.

"Please, don't hang up. My grandson is…" He said while watching him press the button, and just like that he was cut off…again.

"What a nut. He makes the bug seem normal by comparison." He said after a laugh, and turned away from the black screen. Back on the end the doctor was hitting the arm of his wheelchair in anger.

'If I wasn't such a nice guy. I swear I would buy one of those high-octane wheelchairs and use him for a speed-bump.' He thought before turning his attention on the monitors. Which this time had the Loonatics arrive before his nephew.

"Loonatics, I'm so glad you're here." Trench said to the heroes as they along with a few guards stood in the chosen room.

'That makes one of us, pal.' Peter thought, he still knew that the explosion of his home was his fault for not stopping him the first time, but Fury said that he would protect the ones he cares for. 'That's why I CAN"T cave in this world.' He thought while glancing at the girl bunny, but continued to listen to Trenches words.

"Someone calling himself: Timeskip has broken in, claiming that we stole his designs for the Trol-Bot 9000." He said while pressing the right buttons to activate the machines holding cell.

'Probably isn't the first time.' He thought and added in thought form, 'If he's after the bot then why don't you just blow up the control panel that brings it out.' He then heard Danger say a line he was certain he heard before.

"NOT! THE TROL-BOT 9000!" Duck said with his hands on his head.

"I'm afraid so. If he gets inside that bot - NOBODY will be able to stop him." He said and emphasized - nobody. "We've been trying to pin him down, but he seeps to breach our security measures." He added to his first statement.

"That's real nice: Trench, but I don't suppose you come with good news." Peter offered while using his comedic talent, but just as he said that his spider sense went off. He turned his head just in time to see Timeskip raise his arms.

"That bot is mine, got it. And no bunch of super-freaks is gonna stop me." He said and put the group in a time out. While most of them were holding expressions of surprise Spider had been frozen just when he was about to fire a line. He rushed past them, but decided to use the frozen creatures as an obstacle course with his hand grazing the pink obstacle' butt; he then went back to his original idea. Went inside, and powered up the armor.

"We don't understand how he's moving so fast, or how to counter it." He said before hearing the machines engines starting to warm up. The muzzled professor decided to toss a theory of his to everyone.

"My guess is that he's inducing temporal displacement by fragmenting the quantum fabric." He said to everyone that was on the ground, but only got a spaced out look from the group; all but Pete who glanced over and saw that his female partner was rubbing her left cheek.

'Now, he really is going to die.' He thought before countering, 'Stop that!' He then listened to Tech as he tried to explain his theory to the others.

"He's manipulating time." He tried that and once again: the soldiers, the colonel, and five out of seven Loonatics were still gawking at him.

"Jumping just ahead of us." He said, using the most basic statement of time travel, and still got no response except from Spider.

"Huh?" Slam said to the others since he did not understand.

"We have to contact Doctor Fidel Chroniker, he's the worlds foremost genius on time displacement theory." He said after finally deciding to skip it. Duck thought of it for a moment of that name and decided to tell the others of his call.

"Wait a minute. That old crank called HQ this morning. Trying to hoodwink us into dealing with his 'totally out of control grandson'." He said to the others while using his best old man impression for the last part.

"Loona-pests!" Timeskip shouted when he realized that no one was paying any attention to him. He fired a missile at the group at his feet.

"Incoming!" Ace shouted and he and the others dodged It safely. The coyote, bunny, and duck hid behind a wrecked control panel. "This is a wild guess, but do you think HE fit's the bill." The swords-bunny commented while stressing 'he'.

"Oh." Duck said as he realized his blunder.

"Let's take a tour of the city." He said after using two missiles to make a new door. The bot began to walk off, and once again Tech came up with the same plan as before.

"My new Metallo converter would turn that thing to dust, but its back at headquarters." He said to them…again.

"Lexi, take Slam and Rev. Get the gun prepped while we pay Doctor Chroniker a visit." Ace informed and after switching their packs for flight Lexi could have sworn Peter's eyes telling her, 'be safe', but she had other things to worry about. The four flew over to the address that Tech got from a scientist's award magazine, and went inside. Once inside they all saw some big league gear.

"Loonatics, it's about time you showed up." A familiar elderly voice said to them. The males looked up and saw a man in a hover wheelchair came down to meet them.

'I guess no matter the world there will always be someone with a hover wheelchair.' Parker thought, and wondered what a bearded X would look like, but he shelved that idea for now.

"It's an honor to meet you Doctor Chrnoiker. I have read all your research on time displacement." Loonatic green said, geeking out for a moment after seeing the time expert in the flesh.

"Thank you for coming." He said to the group. "At LONG last." He added, giving a ticked glare to the duck. His choice of words intrigued the rabbit.

"Eh, what's up with that, doc? How'd you know we'd be here at all?" The field leader questioned. The doctor knew that the question was valid, so he gave them an abridged story.

"I've called you to come here for the last FIVE days." He said with closed hands. The insight of that made the arachnid question what was going on.

"I must have a chunk of granite in my ear because it sounded like you said five days." He said in a comical fashion, but received a nod as his answer.

"I've been resetting each day back to its beginning." He informed before hovering over to one of the consoles which the heroes followed.

"That explains the dejavu." Ace said as the crew of four was heading in that direction. When they all got there, the canine scientist saw the tech and had a feeling he knew what it was.

"Your time displacer, it works?" He questioned with his finger tips touching each other. The fellow scientist once again decided to answer the truthfully, and tell them of their latest threat.

"Yes. Unfortunately, my grandson: Arthur, who now calls himself - Timeskip was irradiated by it one week ago. It imbued him with the power to phase time. Enabling him to leap moments ahead of the rest of us." He informed them and showed them what he meant on one of the monitors.

"That doesn't explain why he stole the Trol-Bot 9000." Ace said with his palms in the up position.

"Ah, Arthur's quite a genius himself. He's spent YEARS designing a weapon exactly like the Trol-Bot 9000. When he learned the military developed a bigger, meaner bot; he took it hard. He set out to acquire what he believes to be his." He added while giving them more file footage. "And that's why I've been calling." He said in a level headed shouting tone, turning his attention on the duck.

"All right. All right. Next time I'll write a message." He said to them after he got an eight eyed death glare. "I'm a super hero, not a secretary." He added while thumbing to himself. The group decided to speak of a plan of attack.

"In order to defeat my grandson we have to set a time trap." The time travel elder said to the group.

"You can show us what he's going to do." Ace questioned to him while looking at the screen. The question had been bugging him ever since he first showed them those images.

"Of course - observe." He said back and then hit 'play' which showed them the latest timeline.

"Time out, Loonatics." The green haired one said and did his freeze ability.

"Now watch as he freezes time allowing him to get past you and the security allowing him to enter the Trol-Bot undetected." He said and showed them a spliced time period which the web-head was grateful for because did not need to be reminded of his grandson being fresh. "Once inside, he's unstoppable." He added darkly when showing him suit up.

"Let's take a tour of the city." The boy said before making a hole with the right arm gun.

"Wait. This looks familiar." Danger said after his memory of this moment came to the surface.

"Right. We chase the bot and he beats us." Ace added after remembering the battle as well.

'Beats us once.' Peter thought after realizing that what he almost did actually DID happen, and he was worried that the doc would show that version of the battle. Regardless he and the others watch as the Trol-Bot took flight, and to the city.

"Hey, can this contraption send things back through time?" He questioned the man that built it.

"Yes, of course." He said back since he often did that to give his day younger self a note such as sleep or eat.

"Hmm, let's get a head start." Ace answered back after hearing that.

"Doctor Chroniker, rewind the clock." Tech said to one of his idols politely.

"So, we can finally stop the dejavu." Peter said and was grateful that the doc used the footage of him about to be stepped on. 'Last thing I would want is to have these guys fear me of when I loss it.' He thought and watched as the elder activated the device. Peter got out of bed with his energy seriously less than half strength. The only thing that was keeping his face off the ground was that he was using his wall-crawling powers to stay up, and he could see that the others weren't all that great either.

"Breakfast?" Rev questioned while holding his homemade drink to Loonatic blue. He ignored the offer, got to the table, and let gravity have his head meet the table. Tech, who was reading a note saw that the seventh one was out of it so he decided to voice his opinion to the field leader, who arrived shortly after the arachnid.

"Apparently Spider-Man had me send this to you from later today." He said and saw that what he said kind of freaked the hare out.

"He had you send me what from when?" He questioned in alarm, and sat up right in his chair.

"Oh, and also these planes for Doctor Chroniker's time displacer." He added while holding a white cylinder, and ignoring his question.

"He had you send me what from who?" The sword wielder said, still not understanding the situation.

"Oh, please. Notes sent from later today: ridiculous." The duck said to them after hearing their conversation. "Zadavia will straighten this out when she calls in the next few seconds." He added and as soon as he said that he and the two others held a wide-eyed expression. Just as he said the founder of the Loonatics called them.

"Loonatics, your assistance is urgently needed at the Acmetropolis weapons lab." She informed them again and got slacked jawed reaction from six out of the seven, but she paid no mind. "Someone has broken in and is trying to steal…" She added but was cut off by the mallard.

"The Trol-Bot 9000." He finished for her without raising his voice when he said that. "How do I know this again?" He asked the long eared big brain since the eight legged kind was out.

"Because we're all remembering shadows of the future, mental fast forwards. We're moving in time through a day that has already happened." He said and looked at the field leader.

"But there's something different about today." He said back as he really did feel something different. Lexi, picked up the piece of paper the nano-second he said that, and looked at it. "You thinkin what I'm thinkin." He offered to the fellow hare, not knowing of the smirk on her face.

"I was already thinking it yesterday." She answered back while making eye contact with him. 'This is good, but he could have wrote in tiny form something about me.' Her softer side thought while countering, 'No, he just likes me as a fellow good guy.' She tuned out the question of the kiss and focused on Ace's speech.

"Listen up. Some of this might not make any sense." He began, but was interrupted by his families rival.

"Like it ever does." He ignored that and went on.

"But here's what we're gonna do." He continued and told them of the plan. The team was about to leave, but Slam pointed out one thing.

"What about him?" He garbled to them, and they saw that Spider-Man was sound asleep. He looks to the others for options on what to do.

"I have an idea." Lexi said to the others, and walked over to their fridge. She stuck her arm in the back of the freezer, and pulled out an old fashioned water gun. The bunny knew that the case of water when put in freezer never froze the water, just kept it at a nice COLD temp. She aimed and fired at his thick brown hair which caused a reaction after fired.

"Cold, cold, cold, cold, cold, cold. Okay, that woke me up." The hero said as he clung to their ceiling with drenched hair. He looked at Lexi who was standing there twirling the gun by the hole around the trigger.

"Come on Pete, time to go." She said after walking over to the fridge and put her gun back. He let go of the ceiling and landed safely on the floor.

'Why does a pink bunny with a water pistol seem familiar?' He questioned, but soon shrugged the question off. The seven made it to the base and was able to get everything set for the guest of honor.

"This'll be a piece of cake: no security alarm." The green haired punk said while walking down a deserted hallway. After entering his chosen room he saw something missing, "Nobody home?" He questioned when he saw that there was not a soul to be seen. "Weird. Not that I mind." He added with a cocky grin. He pressed a few buttons and the 9000 unit appeared before him. "They stole my design, but they have no idea what this baby can do." He said to himself when stood before him. "Ah-ha, that's right. We're gonna get you out of here right now." He told the machine, not expecting someone already inside.

"Look at that, little Skippy showed up right on schedule." Lexi, who was in the suit, said to the other three: Danger Duck, Slam Tasmania, and Spider-Man.

"Can I please kick his butt." Slam grumbled to the pilot of the mech. She understood and respected her teammates willingness to deal with that joke of a time traveler, but she decided to tell him that.

"Yeah, you can kick his sorry butt; right after me." She told the tornado tough guy. She was ticked because the twerp before her coped a feel for her butt in one of the timelines. "Surrender now, and no one gets hurt." She said through the robot's head. This shocked him, but he knew that there was another weapon aside from the machine there was a fighter jet.

"That bot is mine! And no bunch of super freaks is going to stop me!" He shouted as he climbed into the pilot seat, and took flight. The two shot two laser shots each, but Lexi ignore the gnat, and fired a missile at the wall; making a doorway. "If I can't have it. Neither will you." He threatened as he gave chase.

"Got to keep heading toward HQ." Lexi said with determination after failing to shooting him down with three missiles, and took on minimal laser fire. Peter who was in the head, he guessed for moral support, decided to give her an edge.

"Mind if I give you a hand." He offered, but did not wait for an answer. The hero placed his hand on her armored hand before closing his eyes. "Don't move the bot's hand until I tell you to." He instructed softly before closing his eyes. The pink bunny couldn't believe that if it wasn't for the helmet she could probably feel his breath. The jet moved in, not knowing that Peter was using spider sense, and tried to fire, but all he could do was lock on. "Now." He shouted and she swung and hit him.

"Gonna have to do way better than that." He gloated, believing that a woman could never bring out the full power of 'his' robot. Loonatic pink just kept on walking to the spire that they called home.

"Come on, Lexi. Bring `em on home." Ace said to himself as he watched his fellow hare walk over to them. Rev and Tech were also on that landing with him: watching the same thing.

"This time, we're ready." Tech said while patting the top of his metallo matter converter since he recalled letting Rev get the turbo reverse modulator which ended in disaster; he got it himself.

"Just in case." The rabbit said while pulling out a dull orange and light blue disk. "Rev, you know what to do." He issued while giving the device to the speed creature who nodded and sped off.

"I guess it was a good thing that Peter had me send Doctor Chroniker's plans back to us through time." The super genius canine told the bunny since they had a few seconds to kill.

"Guess for once he was thinking ahead…backwards." Ace said with a slight shrug, and was grateful that Spider often thought outside the box. On the ground Rev sped past the giants feet without being seen by Arthur. Tech angled his gun just right, right when the flyer was right in front of the robot's head. "Now, Tech, fire." He ordered and that is what he did.

"NO!" Arthur screamed after the blast hit his wings, and the heap of what seemed to be yellow dust crashed to the ground. Thankfully the concrete was fine, and so was the thug. Rev sped over and stopped right behind him.

"Courtesy of your granddad. Your own personal time trap. Hope you like it. Buh-by." Rev said after placing the disk in the kid's open right hand. The Mohawk man came to and saw the device, but before he could do anything a bubble ensnared him.

"Hope tour not claustrophobic." Duck said to the captive after the four of them got out of the armor through a hinged foot. This time Spider-Man did not add anything since one of his best allies has that problem as well.

"Cause that bubble is going to hold you for a long time." Lexi added and was pleased that his powers did not work. Their current enemy looked at his hands after seeing that his powers could not get past the bubble barrier.

"Let me out of here! Let me out of here!" He demanded to them while pounding his fists on his prison wall. Soon the other members joined Lexi's team to sort of gloat that they were able to finally stop the time walker.

"I'd say better luck next time, Skippy, but your time's up." Lexi said to him with her left hand on her hip and the right one just dangling.

"Which is good, cause we're all out of time jokes." Ace added, and saw that the grandfather had arrived; Arthur Chroniker saw that as well.

"This bubble won't keep me forever. Then what will you do, huh?" He questioned his elder, and knew that there was nothing he could do.

"Don't worry. I'll soon neutralize your powers." He said calmly to his flesh and blood.

"You can't do this to me." He said with eyes of fear. Only this time it was the fear of being an average Joe again. The father of his father knew that he was going to be devastated to hear that, but he had no choice.

"I can and I will. It's for the best." He said flatly. As Timeskip began to pound on the bubble shouting 'no' a police care with a suction attachment came by and took him away.

"Bon Voyage, see you next week." Duck said while making a reference to what they just went through today.

"And I thought this day would never end." She said to them as the car disappeared from view. Ace heard her and decided to add his two cents in.

"And I didn't know you were gonna say that." He said while thumbing to himself. Spider-Man decided to talk to the doc.

"Next time you make a bubble trap, could you make to soundproof?" He questioned in humor.

"I'll give it a shot, but as I said I am going to neutralize his powers so there is no need to worry." He said back, and with nothing else to say the wall-crawler decided to head back.

"I don't know about the rest of you, but I am starving." He told them while holding his belly.

"Yeah, me too." Slam mumbled and so the two of them, with the others as well, went to their non destroyed home. The group went to the kitchen and chowed down, but there was one thing that was bugging him.

'I guess there's a unwritten rule that animal hero teams must have at least one time adventure.' He thought while recalling his time with the turtle and the Drako fuzor along with him being with the Mighty Ducks and future Phil. 'Those two fights were…interesting.' He thought after remembering the fights.

"Hey, you okay, Pete." Ace questioned with concern since his fellow Loonatic was staring off into space, and not paying attention to his milkshake.

"Yeah. I'm fine, Ace. Just thinking of the giant spider robot some of my friends said that they would make for me." He said to him, and recalled talking to Lillandra about such a beast. "My pals said that the bot they were working on would have some sweet guns." He informed the field leader. "I'm gonna go swing around." He said and walked over to the launch pad.

"He still misses his friends?" Lexi questioned with the last word having a bit of a bad edge to it.

"Yeah. Just wish there was a way to help him out." Ace answered back noticing the venom, but did not question it.

"Maybe we can." Tech added to that and disappeared to his lab. The other five just relaxed in their usual fashion.


	15. Chapter 15

Spider-Man, and other mentioned characters are from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Teenage Mutant Ninja Turtles is from Eastman and Laird

Mummies Alive is from DIC

Gargoyles is from Disney

Chapter 15

The menace of mastermind

Deep within a location by the name: Subterranean Prison there was a man showing a new recruit around the place. "I know this is a lot to take in on your first day, but the tour ends here." The warden said to the new one of the place as they left the elevator, and rode a moving floor to a strange bubble. "Meet the most insidious mind in all of Acmetropolis: Mallory Mastermind." He said when a small retractable drawbridge connected the sphere to the sliver of floor.

"Of course. The one who…"The new guy said after seeing a woman in the sphere with a lot of books around her. The warden knew what he was about to say, so he finished it for him.

"Yes, and she would have succeeded if not for a quick thinking Grad Student." He knew that the prisoner could hear him, and he knew that she hated to hear of the one time she failed, but he simply said it because it was fact.

"Quick thinking my over sized head. That dog just got lucky." She said to them while moving the halves of the magazine she was reading to either side of her head. She saw the slightly started look on the blonde's face, but she was used to those kinds of looks, so she moved onto a lighter problem. "By the way warden, is it necessary to remove every staple." She questioned while throwing the magazine she was reading to the ground, and walked over to the visitors.

"You know it is Mastermind." He said to the female, and then enlightened the who was new to the force, "Any metal she touches she can turn into a dangerous high tech weapon." She heard his warn and decided to add some humor to the balding man.

"Aw, your going to scare him away." She told him and then spotted the red and gold writing utensil in the new guys hand, and then heard a familiar sound: a clicking sound.

"So, make a note - nothing metal allowed." The warden warned with a traditional waving finger while he ignored the big-brain's sentence.

"Where's my…" The other started to say when he no longer had his writing device, but was interrupted by the man in charge of the place.

"Got that?" He questioned to him, hoping that he had not already did something bad.

"Uh…yeah, yeah. No metal got it." He answered back, turning to face his knew boss with thee hi-tech clipboard between them and started to write.

'Whatever.' The warden thought about the blond. The older gent then just shrugged at the over achiever, and walked on. When the coast was clear the new guy checked around for the missing pen by checking his pockets and walking off at the same time. Unknown to them was that the third one had it.

'Suckers.' She thought as she turned away with the pen in hand. She placed the pen on a pile of her books and transformed it. The scientist used her special powers and brought life to the two legged creature. "Ok, love, be a dear and crack mommy's cage." She instructed in a soft tone then presented her hand to the small creature; it walked on without argue. She walked close to the force field that held her and stuck her arm through it, and despite the pain she was able to say to it, "Okay, you know what to do." The pen used jets near its 'tail' and flew through an air duct.

'That one will help mommy.' The transformed writing instrument thought before flying over to a construction drill drone. After getting inside the big machines systems the pen activated it, moved it to the air duct(while knocking down a construction ladder), and started drilling through the vent.

"Nice work Pen Pal." She said to the pen, who slid down the drill that came through the rock and the prison, and into her hand. "Who wants a new ink cartridge? You do, don't you? Oh yes, you do." She said to her creation, like a pet owner often did with their pet. Her tender moment was interrupted by the warden.

"Mastermind stop." He shouted with two other soldiers with him. The technician that was at the console pad for her cell deactivated the shield, so the others could get closer. The woman in question jumped onto one of the drills slits, and ran up to the top.

"Love to stay and chat, but I really must be heading out." She told the men down below once she got to the top of the drill. The drill then hoisted her up through the hole that she had made. The warden only stared at the hole with an angry glare.

"You do realize that you are fired?" He questioned the new guy that was with them. He saw a confused look from the new guy so he clarified, "Before she left she had a red and gold pen creature with her - the same pen I saw you use throughout the tour." The elder man saw that he was about to say something else but he pre-countered with, "And all soldiers here carry black and gray plastic pens." He got the hit and started to leave while the Warden decided to inform their heroes. The good guys on the other hand was sort of just relaxing.

"In your face!" Duck shouted after taking down four virtual ninjas. "That's a new high score." He proclaimed when he did not see anymore.

"How many time do I have to tell you: what Peter and I have created here is a state of the art virtual trainer, not a video game." Tech said as he pressed a button to make another ninja soldier appear.

"Call it what you want. I'm the master!" Danger shouted as he saw three more soldiers coming at him. He jumped into the air and used the training guns on all of them before landing. "I rule this game." He proclaimed while blowing some smoke off of his gun.

"Yes your quite the expert. Peter why don't you show him the extra package you put in the trainer." Tech said then offered to the arachnid beside him. He rubbed his blue chin for a while, and answered the fellow tech-head honestly.

"Sure thing." He answered and then took a small microphone device from the console that they were standing in front of. "Activate all in level, voice code: Spider-Man." He said into the microphone device. The two watched with satisfied grins in the control room at the one sided carnage that was about to begin.

"Hey, who turned out the lights." Duck demanded when the room went pitch black, but he did not like what he saw when the lights came on. "Uh-oh." He found was the only words that came out of his beak as he stared at four mummies in armor, one mummified cat, twenty creatures with wings and fangs, humans in various outfits wielding weapons that were a part of them, along with four human turtles, and a mess of other people that he did not get enough time to see as they charged him all at once. "Hey, I was kicking virtual tail over here." Duck complained as he walked into the training room control room.

"I just used video game logic. Everyone knows that when you go to the boss level the game is staked against you." Peter said back, and Duck was about to argue until the PA system went off.

"Zadavia's on the line we need you guys up here." Ace said to them. The other three who were eating, running in the city, or reading came into their communication room with the others. They saw Ace already at the table, so they joined him.

"Loonatics there's been escape from the Subterranean Maximum Security Prison. The file is being uploaded as we speak." She said to them and stopped so they may all see the image of the latest villain. At first they only had her name, height, and weight, but her last known appearance was not given.

"That's a big head." Slam said after the picture showed up. He had a feeling that the others would agree with him.

"You said it." Ace, added, agreeing with the disposal. Spider-Man mealy shrugged at it.

"It's wider, but the Leader's head is longer." He told them and shuddered at remembering that head. 'That's why eating pickles will never be the same.' He thought, but then heard Tech say a name.

"Mallory…" He said sort of spaced out. Zadavia saw that all of them have seen the picture so she decided to move on.

"I want you all to get down there. Tech can fill you on the way. Zadavia out." The blonde said to them and deactivated the holo-feed.

"Let's jet." Ace said to them since he had a feeling that a big-brain escaping from prison was bad. The team quickly boarded their jet and headed over to the spot. "So, Tech, want to tell us how you know miss melon head." The lead bunny questioned the coyote. The genius was in the back typing a few things out, but knew that the team needed to know.

"Right before Zadavia put all of us together I was still a Grad student at Acme Tech." He started to them he included Spider-Man because as far as he was concerned he was always a Acmetropolitan. "Mallory was a young prodigy I was tutoring. She was working on a device that could amplify brain waves, but I discovered that she modified it the device to transfer other people's brains into her own." He started and he remembered seeing the images of her image growing as others shrunk. "The university staff were going to be her guinea pigs." He continued but was lost in thought over what she said to them.

"With just a flip of this switch I will show you what it means to be brilliant." The past Mallory said after securing a strange helmet to her head. Tech got out of his thought and told them what happened next.

"So I stopped her and her evil head before it was too late. I had to do something before their minds were destroyed. Unfortunately, she was hit by a surge of bio-electrical neuron feedback." He said to them as he recalled doing it when everyone's attention was drawn to the bright pink orb above them, but he also remembered quite vividly over what happened next.

"Take her away officers." The younger Tech said as he pointed at the soldiers that were walking in. The armored soldiers came in and headed straight for the one responsible.

"Mallory Casey, your under arrest." The one throwing the shackles to her wrist said, and then the two picked her up and carried her off.

"You! You ruined my life's work! How dare you! Oh, I'll get you Tech! Someday I'll get you, you mangy dog!" Her younger self shouted while being carried away. Tech was then brought up to date as he filled them in on the last needed part.

"And that's the last I heard of her…until now." He said to the team, and in that story time they were able to make it all the way to the prison.

'It may not be exact, but it's pretty close on how Doom and Reed became enemies in their college days.' Spider-Man as he recalled the whole story since said stretchy scientist told him it on his fourth visit. They landed near the jail, and then checked around.

"Come on guys. We picked up some suspicious electrical activity in this area." The field leader informed as the seven came into the construction site on foot.

"Man, Mallory would have a field day with equipment like this." Tech said after catching sight of all the construction tools. The team stop near the center of the location and wait.

"Me thinks this place is empty." Danger said to the team since there was nothing moving and nothing exploding. The ears of the team caught something close, but she did not know where.

"Chill duck. Me thinks I hear someone thinking louder than any of us. We're not alone." She told them and then tried to listen to the slightest of sounds. Just as he heard something the seventh Loonatic could feel that she was right.

"Good ears Lexi. My spider sense is going nuts just by standing here." He told them. "Okay, I have to be honest with you it has been going nuts since we left the jet, but it's strongest here." He added to his first comment.

"It's got to be her." Tech said aloud after hearing everything from the ears and burglar alarm of the team. Their enemy was watching them from behind the machine that freed her, but she decided to let her presence known.

"Give the dog a bone." She started, and waited so the whole team was looking at her. "Nice to see you again, Tech." She added while looking right at her former teacher.

"I wish I could say the same." He answered her truthfully. At first he was proud of her accomplishments, but he lost all respect for her when she tried to pull that stunt. Living true to form for an orange themed hero Danger Duck decided to open his big, fat beak.

"Some genius. You get an 'A' for the escape, but a 'D' for the getaway." He said to her while pointing at her, like he was the one in the right. The wall-crawler walked over to him to soil his good move.

"Professional experience tells me that it was not her aim to run off." He said, and got a confused look from Loonatic orange, but the genius was more than happy to add what he said.

"The bug is right. This was never about getting away. This is about revenge." She said to the crew of animal based heroes. "Isn't it, Tech. Eliminate those animals." She said and just like that a twin laser blast was tried behind, and the drill in front of Tech tried it's luck.

"Hey, watch it with that. Missed me, Oh, missed again." Rev said to a machine with a reconfigured high speed nail gun to laser gun. Slam and Danger Duck was dealing with a disk like construction tool.

'Here goes nothing.' Slam thought as he saw Duck quack on top of the machine the y were fighting, so he tried jumping on it to. As soon as he was on Danger jumped up and quacked away. The machine spun around, and Slam was not able to hang on, so he went flying back first onto the mid-constructed building; he was able to spin around and hang on at the top floor. Ace, Lexi, and Peter on the other hand were dealing with an upgraded concrete mixer. With nothing decent enough to swing on Peter was reduced to running just like the bunnies.

"Ace, ball battering-ram maneuver." The web-head said when he saw the hanging metal ball. The bunny understood, so they ran as fast as they could forcing the wrecking ball to swing faster. Lexi caught on of what they were scheming so she too got some distance and fired a brain blast at the cabin of the machine, and the wrecking ball finished it off.

"That takes care of that." Ace said while patting his hands for a job well done. Peter saw that the ball was just fine, and that gave him an idea of how to help the others.

"Not yet. Do me a favor and blast the cord on the ball." He said to Ace. Loonatic yellow knew by now that when it came to Spider-Man: don't question just do because most of the time it won't make sense. He fired a beam near the base of the cord, and was able to separate it.

"But what's it for?" Lexi questioned since she knew from his stories that he often did some crazy stuff, and that worried her.

"Jut backing up the others." He said and lifted up the big, metal sphere. He performed a discus toss maneuver and was able to shoot it to the top. "Time for something I rarely did back home." He told the hares before making a sling-shot and flung himself up to the ball. As he tried to decide on what to do with the ball Tech was busy trying to stay alive.

'Geeze, she can really hold a grudge.' The coyote thought before jumping out of the way of the drill, and got into a better position to think of how to counter it. Rev was still dealing with his machine. The speed creature was able to go so fast he was on the construction drone's tail.

'Oh man.' He thought when he saw the gun pointed at him, but thankfully he jumped off causing it to damage itself. The tank like creature then crashed into a pile of metal pillars. 'That wasn't so tough.' He thought with a smirk before joining the others.

'Got to get up here.' Slam thought and was able to climb to the ledge he was hanging from. When he got up there he saw Duck and thought, 'Guess he quacked up here.' He didn't care as he smiled at his pal, grateful of this break. Their fun was short lived as the machine used its arms to climb to them. That's when the two heard a whistle.

"Hey, fellas mind helping me with this." He said referring to the ball behind him. The two turned their sight on the enemy and was able to dodge the attack. As Danger quacked and launched a tar egg at one of the barrels, Spider-Man added impact webbing to the other, and as they did that Slam grabbed the and used it as a bowling ball against the overblown toaster.

"Strike!" He grumbled in praise over what he had done. As a side effect for the bowling game the machine that Tech was dealing with, which backed him into a corner, was slammed by the other machine and the wrecking ball. The team then gathered around the machine they THOUGHT Mastermind was on. "Where the big head?" The devil questioned the team since he guessed that even a villain knew when to jump off of a machine.

"She's skulking around somewhere, but I've got something at HQ that will that will give her a headache wherever she is." Tech said to them, and with that the crew of seven made a run for their jet, and once all inside they took off straight to base. While a stone's throw away from home Ace saw something wrong.

"Hey, who left all the lights on?" He questioned the rest of the team since he knew that a few of them often left for a fight without turning off the closest light.

"Don't look at me." Slam responded first since he often left lights on while searching for some extra food that he knows the others stashes at other places, or at least he thinks they do.

"I might have left a nightlight on does that count." Spider-Man said to them and got the rolling eye routine from the whole team. Soon after he said that a face appeared on one of the monitors and it wasn't Zadavia.

"I am in complete control of your headquarters now, Tech." She said to them and added, "It's my turn to play with some of your inventions, and boy is this gonna be fun." She ended with an evil laugh.

"So, that's what those circles are for." The web-head said when he saw three floating double barrel blasters heading straight for them. All of the team stared in surprise that their own defense system was coming after them.

"I can't hold it!" Ace warned the others after they suffered six shots, two from each gun, and then headed down. Slam started to babble/ bawl as the nose of the ship was heading for pavement. "Everybody hang on. We're going down." Ace told them as they were crashing.

"We're doomed! Doomed!" Danger shouted as they were falling to the street below. Lexi looked at the Loonatic to her left and could not believe how he was acting.

"Now's not the time to panic." She told him calmly since she knew that Tech thought ahead for such a problem. The duck was not all that trusted.

"What! Now's the perfect time to panic!" He said back to her, and Loonatic purple could not see a way out of this either.

"Yeah." He said to her. Peter listened to all of their words and knew how to add to this chaos.

"Afraid they're right, Lexi. I just hope the city doesn't mind picking up their heroes with blotters." He said and got the same response as the first. Tech on the other hand was able to block all of them out and typed on his console. He was able to deploy emergency parachutes, and with the landing gear they were able to park right in front of their home.

"Ah, my pet, company has arrived." Mallory said while watching them park through the monitor in their conference room. "Won't Tech just love the modifications I made to his little toys." She added to her pen creation after putting some form of metal button to a gun and tossed it with the others with a laugh. 'Good thing someone left their Lamb-borg Revert Sedan outside the prison. In fact I think the warden has the exact same car.' She thought with a smirk over the ride she borrowed to get here.

"That hideous head case locked us out of HQ." The head bunny said while trying to access the basement entrance, but he kept getting 'no entry' as he pushed the right button. As he did that Tech accepted her strategy with a smile.

"Fighting an opponent from within his own stronghold - Genius." He said as he stared at their base. The muscle of the team had enough waiting as he got out of the jet and stared at the ground.

"Me genius." He said and started a tornado and then burrowed into the ground. The team saw this and all jumped in.

'Again with a sewer theme.' Peter thought and jumped in after them. The Tasmanian was able to tunnel right into the room that Ace was wanting to go into. The bad news was that she was playing 'big brother' since they arrived.

"Now the fun REALLY begins." Mastermind said as she watched them. Due to one of Tech's inventions she was able to put the guns in that room without leaving the room she was in. Rev put in the access code for the stun guns Tech made, so they could take her down nice and easy.

"All right enough head games. Time to go old school." Duck said when the gun holder was opened and it showed its cargo. Ace had a simple hand gun and he gave its partner to Loonatic pink. Slam grabbed a pair of arm guns for himself, and the birds had single guns.

"All right Tech, now you'll see payback is a dog." Mastermind said while watching the animals at work. The super genius and the eight legged genius did not understand her statement at first, but the canine saw a new addition to his blasters.

"Wait. She's booby trapped everything." He warned and then the two without a gun watched as wires tied the gun to four out of seven, and Slam's guns magnetized together. "My brilliant inventions. What has that ghastly woman done to my babies." Tech said in anger and then the gun wielders tried to get them off, but with no success.

'Great, now what.' Peter thought as his spider sense went off, and the next thing he knew Danger's gun went off.

"I'm not doin it." He explained as he saw his friends try to find some cover. As he tried to steady his hands another Loonatic found controlling his arms impossible. "Nice try," Duck said barely dodging a blast from the devil. As they all tried dodging the attacks Mastermind was enjoying the show very much.

"I'm not sure who side the duck is on." She questioned to the pen with a laugh before and after her comment. The big-brain watched as they found around the guns. Ace blasted the wires on his wrists with his optic blast, and he watched as Slam slammed his arms to the wall which destroyed his gun instantly. Rev made a shot, sped off in the line of fire, and let the gun take the hit before tossing it. Lexi leapt up and smashed it on an overhead pipe, and Danger Duck quacked out of his bondage and belly flopped in front of the other six.

"I should have seen this coming. I feel like such a pea brain." The canine said while examining a piece of the gun he made, feeling bad that he didn't prepare for something like that.

"You see guys this is why I don't use a gun: you'll put someone's eye out, or more important your own." The arachnid said to them to try to lighten the mood.

"No time for your jokes Spider-Man, and as for you Tech: your no pea brain, but it is time to take your balloon head girlfriend down." Ace said to the two and then stared at the security cam.

"I heard that." She said to the team. Her former mentor looked around and saw the right room for the job.

"In here, we can get out of sight from the camera." The intelligent hairball said to the rest, and before going into the room Spider-Man webbed up the camera she was using.

'So, that's what it feels like when gunk up a security cam, feels kind of cool.' Peter thought before jogging into the room. He had seen Gambit, Black Cat, and Psylock handle cameras, but he often wanted know how it felt, and now he did. He saw that the team was near the far wall.

"There's an elevator shaft behind this heat generator." He explained and after feeling the wall he was able to find the hidden button and press it.

"Nice going, Tech." Ace said when the hidden elevator. Mastermind did not need the camera, she found the blue prints to their home earlier, and she knew what he had planned, so she pressed a button to activate a 'ventilation overload'. After pressing the button large slabs of steel rolled in over the elevator shaft before they could access it. The team watched as the other walls went with the same way, and the roof over them lowered down closer, but stopped.

"Is it getting hot in here, or am I just crazy." She said to them after activating a ventilation overload. The narrow beam of heat before them widened and all of them knew that that couldn't be good.

"Uh, guys, Miss Big Brain set us up for a Big Bang." Lexi warned them, and Slam heard her statement causing him to use a twister legs tackle. There was however a problem when he tried that.

"Ouch." He said holding his left arm after hitting the wall, but skidding all the way to the console in the center of the room. The designer of the place tried to use the nearby keyboard.

"Ok Tech, time to put your wits to work." Ace informed his fellow Loonatic.

"I'm hacking into the security portal but it's gonna take some time." He answered back while typing on the computer. The mallard walked closer to see what was up, and to give him the bad news.

"Well, could you pretend to hurry. One more minute and your looking at crispy fried duck." Danger said while staring at the energy pillar.

"I've almost got it, just a few more keystrokes." The coyote said to them while typing on the console and knew he could beat the clock. Up in the control room however Mastermind has had enough of them, and watched the webbed up monitor.

"Almost doesn't count Dog-Breath." She said over the PA system and then softly to her partner, "Cover your ears, Penny." She covered her, ears, but still felt the spire shake because of shockwaves. "Anyone for barbequed hero? I think that Hot Dog is well done." She said to her mini friend with a laugh of seeing on the monitor a flaming room. Unknown to her was that her teacher saved them.

"Could you cut it any closer, Tech?" Ace questioned as six of the seven Loonatics were holding onto the elevator cable, and Spider-Man was on the shaft's wall.

"Actually, no." The long eared genius answered back with a charred body, but let his healing factor take care of that.

"Yeah, we better get moving before she figures out we're here." Ace said knew that Tech must have come up with a tracking device, and he knew that Mallory would find such a device; the hitch was that he did not know where to go from the shaft.

"Through the vents. She can't monitor us from there." Loonatic green said while pointing to the vent hole to Slam's left. The genius knew that Spider-Man used those tunnels sometimes, but he also knew to give the seventh member some privacy, so he left them unguarded. They watched as Slam crawled in there first, followed by Danger Duck, Rev Runner, Lexi Bunny, Ace Bunny, and Tech E Coyote; the web-head crawled in after them.

"Before we come up with a plan I'd just like to say that vent crawling's my shtick and if any of you guys start spinning webs then I'll sue." He said to them to lighten the mood that they were almost blown up, but all he got was a slap on the back of the head from Lexi.

"Anyways. Somehow, we've got to get to my E.M.P." Tech told them while trying to ignore Spider-Man's comment.

"You don't have to spell it out I know what an emp is." Danger said, thinking that his fellow Loonatic was insulting him, but then with a little thought he added, "What's an emp?" The others stared at him, wondering of Loonatic orange or Loonatic blue was more…unique.

"The E.M.P. is an electromagnetic-pulse generator." Tech explained to the duck and then added, "And if we can get to it and activate it, it would temporarily knock out all electric current in the vicinity. Without power she's well…powerless." On that note their field leader decided a separation was in order.

"Lexi, take Slam and Rev so you can take this all the way up and activate the E.M.P. Duck, Spider you two go with Tech and me and we'll enter from the virtual trainer. She won't know what hit her." He instructed to the team first by pointing to the vent over their heads, then points to the second spot and finished with a palm to fist move.

"So, where do we find this E.M.P. and how do we activate it?" Lexi questioned since she pictured a big machine just sitting in one of their rooms, but she also had to remember that this was Tech and she wasn't sure how the super genius' mind worked.

"It's hidden in plain sight, and comes with simple instructions." He said to her casually. That said the two divided and tried to finish their missions. Ace's team was able to open the latch to the trainer, and get in, but not without being seen.

"What! I thought it was cat's that had nine lives!" The enemy shouted as she watched the four enter the room. As the three look a look around for any surprises the canine of the crew headed over to the training guns.

"She hasn't tampered with these." He said to them and then noticed the holo-location system that he made activated with a middle of Acmetropolis scene.

"Oh-no." Ace said when he saw that happening and knew none of them tripped anything, "And by 'hasn't tampered with' you mean…" He said and could not finish because of the virtual ninjas.

"Totally screwed it to her favor? Yeah, pretty much." Spider-Man said as he got ready to face them hand to hand. The virtual buddies surrounded them, but there was only one thing running through the ducks brain.

"All right time for a new high score." He said and threw eggs and nailed three of them with the last one blocking most shots. Tech was able to hit two with the training blaster. Ace hit four, but was blocked by the first. Spider-Man used his webbing and was able to goop them up with the lines still attached to his wrists.

"Time to see how strong I am." He said, and after a few heel spins he threw them into one of the buildings. Lexi's team made it to the lounge area, thinking that would be a god place to start, with getting out first.

'So, that's what it feels like for Peter whenever he crawls through the vents, feels good.' She thought before getting off the chunk of metal she landed on.

"Maybe it's the pool table." Slam suggested after getting out of the narrow passage. She heard him and looked at it.

"Chalk it up to Tech. The E.M.P. device is hidden here." She said as she walked over to it with Slam and Rev, who was last to leave the vent, followed her. The three thought it was going to be easy, but all of a sudden a small robot head appeared before them, and they saw that it was their vacuum. Said device started to attack them with its sweeper attachment, but they were able to run. Lexi soon watched as it chased after Rev not noticing the possessed pizza cutter.

"Easy. Face is a no slicing zone." She told it as she dodged the mini helicopter blades to her face for the first attempt, and then started to run. Slam who peaked from his hiding spot and saw the two of them in trouble, but just as he was about to do something about it the machine in front of him transformed.

"Stop doing that." He said to their small plant blender is it shot its small blades at the devil. The four others were still dealing with the ninja army, but they have hit a snag.

"We zap one and two more appear." Ace said after using his beams on one of the thugs, but they split into two. Duck heard their field boss, and was happy of what he heard.

"Oh, yeah, cool, isn't it. It means we're getting close to the bonus level." He informed the bunny before slamming one of them with his eggs with the same result as Ace's optic blast.

"Okay, this has gone on far enough. Time to go head to head." Tech said since he was done pussy-footing around. After blasting a few more ninjas with the training gun he leapt up the same way they came in.

"We'll cover ya." Ace said despite three of the ninjas had blasters, and they shot at the hole. Luckily there was the web-head who was now using his fists, since his shooters were running low. Mallory watched the feed until she head some familiar grunting from the vent.

"Come back Mallory." He said after kicking and leaping out of the air vent. He chased after her, but the door closed in front of him causing him to growl in anger.

"I've heard of cleaning house, but this is ridiculous." Rev said as he still tried to outrun a vacuum. Lexi, who was still dealing with their pizza cutter got an idea after remembering a common house rule.

"Rev, lead that big sucker this way." In truth she did not believe what she said herself, but she did say it because what was happening to them right now.

"Oh, if you had told me when I woke up that I was going to be bait for a runaway vacuum cleaner I would have thought that you were just plan nuts." He said after hearing her comment, but ran to her just the same. Lexi ran at him while dodging another slice, kicked it up, it bounced off the ceiling, and then she kicked it right into the hose of the vacuum. "Whoa." Rev said, narrowly dodging the pizza cutter as it clogged the vacuum.

'Take this.' Slam thought as he crushed the device that was attacking him with one arm thrust going down. He smiled at what he had done and then notice the others heading to the pool table. The female hare was able to find the instructions in one of the corner pockets.

"Aw, Tech said they'd come with simple instructions. Simple my lucky foot." She said when she saw the first set of instructions. A piece of her thought of something else after she said that.

'Or maybe you should have said: simple my lucky cottontail since he often likes to call you that as of late.' Her softer half thought to the rest of her.

'I only like Peter as a fellow Loonatic, but I wish he was here…to help me understand Tech's techno babble.' She thought to her softer side. Her thought was interrupted by the speed creature who was reading the instructions.

"I got this. Step one: arm primary ignition sequence using standard alpha numeric code calculations. Step two: Insert electron overdrive…" Rev said and continued to speak of the steps. Tech on the other hand was able to hack into the doors, and walked right on in.

"You're proving to be more Wiley then I ever expected." She said while walking out of the shadows and was grateful that she did a thorough investigation on her former teacher including family tree.

"And your still as twisted as I ever thought you were." He said back to her. He knew that she used his family's first inventor's name, but he didn't care.

"Not twisted - enlightened. But you were always jealous of my brain power." She said back to him.

"It's not your intellect I have problems with. It's your swollen head." He said back to her, still calm cool collected.

"You taught me everything I know." She said and revealed why she had her hands to her back since the beginning of their chat: she was carrying a blaster. "REMEMBER!?" She shouted at the canine, who dodged the attack, and hid behind some of his stuff, but she kept on blasting.

"But not everything I know." He said back to her after using his powers to create a beam blaster, and fired it at her. She was able to dodge, but he kept the stream coming. Ace's team were still dealing with the virtual ninjas, and Duck was still loving it.

"Yes! I vaporize seven more and I unlock the hidden level." Duck said as he shot another one down. Ace and Peter on the other hand were just doing this so they did not have to find out if the weapons the ninjas held were real. Back at Tech's lab he had Mallory on the run, or at least he thought he did.

"Bet you didn't know I was gonna do that, did ya, dog breath?" Mastermind questioned after juicing up some of his extra chunks of junk into a fully functional robot. He tried to fire it, but the robot deflected it and grabbed the genius. He may have had his eyes shut, but he had a feeling that the machine was just going to crush him. Rev and Lexi were almost done on their end, still not knowing of the fate of the others.

"Step 99: load algorithmic programming onto encryption chip via the ball rack. Step 100: PUSH THE BIG RED BUTTON!" Rev said and did ninety-nine steps, but let Lexi press the necessary button, and when she did a strange big yellow sphere with twelve purple spheres came out of center of their pool table.

"That's it. Game over." She said when she saw the spheres begin to spin around. The two decided to get to cover since this was going to be big. The first area that it hit was the virtual trainer.

"Game over." Ace said after blocking an attack from on of the trainers and the whole thing disappeared.

"But, but, but I was so close." Duck said in anger while snuffing out the egg he had in his hand.

'Not bad, but I prefer my friends that I put in this. That way I would have gotten the true Danger Room feel again.' Peter thought, and then wondered if his fellow good big brain was all right.

"Game over." Tech said after the machine that held him went all to pieces. He was glad that Lexi's team was able to do their part, but they could have done it faster.

"An electro magnetic pulse?" Mallory questioned after feeling bad that her pen creation was also affected. "But that's not fair you mangy dog." She said as she got out of her kneeling pose and pointed an accusing finger at him.

"What's not fair is you turning my own inventions, my precious babies against me. You crossed the line, fat-head." He said to her while lassoing her up with a metal coil, which was charged by his powers. The canine knew he said the last two words, but he didn't care; he has had enough of his former prodigy's mischief. "And for the last time, I am not a not - I'm a coyote." He said right to her face before walking off with prisoner.

"So sensitive." She said before being pulled with him. He stepped on the pen creature causing her to get emotional, "Pen-droid, momma will be back. Don't worry. You'll see." He heard her and decided to point out the flaw in what she said.

"Yeah, in twenty years to life depending on good behavior." When that was over they all met up in the lounge area, but one was missing. "Where's Spider-Man?" He asked as he saw the bunnies the birds, and the devil, but no arachnid.

"Right behind you, Tech. I just decided to slip into some new threads." He said as he showed to them the Scarlet Spider suit. "How about I take Miss melon head and you guess chill." He told them and took a firm hold on the metal coils. "Seriously, you guys deserve it." He added to them when he saw them giving him 'are you sure' expressions.

"All right, web-head, we'll let you handle it." Ace said and with that he walked off while dragging the female. "And I think I know just how to relax." He said to the others. Spider on the other hand used the front door by kicking it down, and then started web-swinging.

"This is insane! Your probably going to drop me." Mastermind shouted as he swung which made the civilians look up. He swung to a building roof and landed harmlessly on it.

"Put a cork in it will ya." He said and webbed her mouth shut. The web-spinner was able to make to the prison pretty quickly, but decided not to stick around, so he lied her down, and then knocked on the door. "Have fun in the snow globe." He told her before swinging back. 'Wonder what the team decided to do for fun.' He thought and came in the same way he left, but a little after coming in he saw a note which read:

'Spider-Man,

Decided to head to a new island, so pick a different suit, and follow the arrows.

Signed,

Ace Bunny'

"Arrows?" He questioned and then looked up from the note and saw what that meant. "Oh." He said simply and decided to do as the note said by first going into his costume room, and put the Scarlet Spider back. He then headed to his room and decided to wear his new blue swim trunks that he got two weeks back. The arachnid then followed the arrows, not paying attention to where he was going until he fell into water.

"Nice of you to join us, Pete." Lexi said as she laid belly down on a pool seat. The male in question looked around and saw that it was a peaceful island with a sunny sky and fresh water. "Hey, Duck, toss him the surfboard." She said and he lazily did so while laying belly up on a rubber raft.

"Thanks." Peter answered back, and got on the board. After a few minutes there was no talking just animal like heroes enjoying the sun. Parker saw something that reminded him of a show he watched once, but he couldn't quite put his finger on it.

"Oh, yeah. This is just what the doctor ordered after a tough assignment." Duck said while sporting a white muscle shirt and purple/orange shorts with blue flip flops.

"Yeah, Duck's right chilling is good." Lexi said while wearing a pink one piece and pink sandals with her eyes shut since she did not wish to see Peter's scarred, yet very good torso.

"Amazin`." Ace said after hearing what the bunny to his left said. He sported green muscle shirt with purple/green pants and brown flip flops along with blue shades.

"What? The beach? The sun?" The female questioned which he was liking more out of this.

"No, Duck being right about somethin." He answered back to her which got a chuckled out of Slam who was also sporting a darker shade of his color in the form of a muscle shirt, pants, and flippers, but the only thing not his color was the green and light green floaty around his waist as he laid on a pool chair just like three others.

"Ah, yeah. Sometimes getting sand between your toes is the best way to clear the mind." Tech said in a relaxed tone while laying on a chair with his yellow-orange shirt, green/orange shorts and orange flip flops. A little after he said that their island dissolved. Causing Duck to land on his back, but due to his reflexes Peter landed on his feet.

"Yo, Rev. What's the deal?" He asked the speed demon by looking behind his chair after seeing their island vanish.

"Just taking a little breather." He said to the field boss and then took a slight breath before adding, "Okay, done." He then began to peddle an exercise bike that had been plugged into the hologram tech.

'Looks like he got the short end of the Hockey stick.' Peter thought before finding the surfboard has materialized under his feet. He lied down and felt pretty bad since the bird was also dressed for this environment with a sleeveless one piece faded red speed suit. He felt that way until he heard him speak of his problem.

"You know, I don't mind helping with this whole vacation thing, but, okay I do sorta mind. I mean when will the power come back on Tech? You said the E.M.P. will wear off on it's own in sex to twelve hours. I think its been about eight hours, but I've lost count. I should start counting again: ok I will - 1,2,3,4..." He said while peddling so the others could relax, but the six stopped him.

"Just keep peddling." They all told him, and then relaxed. Peter was laying on his virtual board, and he was relaxing, but he felt uncomfortable of seeing Lexi in that swimsuit.

'Get your mind off it.' The logic half of his brain said to the rest and added, 'Think of how to put in a score board in here, so Duck doesn't think he's the greatest in kicking virtual tail, or when the Avengers had this same problem, but they stuck Quicksilver in a hamster ball.' No matter how hard he thought of the score board, or of how tired the speed mutant was when he got out of the ball he could not help, but stare at his female teammate.


	16. Chapter 16

Spider-Man is from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Doctor Droid is from Mighty Ducks which is from Disney

Chapter 16

Acmegeddon Part 1

"What do you guys mean that I have to act as watchman to those three?" Peter questioned their request of him seemed strange. The other Loonatics all gave him a nod telling him that he had to do such a thing. "Seriously, why me? I mean the heavy set one and the brainiac should have a vendetta with Tech since he brought them both down, and the weather witch should have it out for Duck." He tried to reason with them even though shirking his duties wasn't his duties he was just curious why he had been drafted.

"It's an unwritten rule that the seventh member of all teams have to do things like this." Danger Duck said and then picked up a police stick from the conference table, and tossed it at him. "You may need that to keep them in line." He added after the toss feeling confident that he didn't have to do it.

"Hey, isn't this one of the night stick from the Massive art robbery?" The web-head questioned which got the Duck's attention.

"Don't you have some losers to guard?" He questioned which the brown haired spider knew was a common signal to beat it, which he did.

"Yeah, I guess I should be going." He answered back and took off while leaving Duck in the hot seat of why he had a policeman's defense weapon. The swing there did was not that hard, and he even hitched a ride on the train that they were about to use.

"Attention, prepare for the arrival of the Acmetropolis prison train." The warden said over the loud speakers in the train dock, and even with the big guns and the guards none of them notice a black and blue hero leap off the tail end of the train.

'Security in here sucks in comparison to S.H.I.E.L.D.' Peter thought as he looked around and stayed out of sight.

"Today we are transporting four of the most dangerous criminals to a new maximum security facility." The warden added before activating four individual tubes to the train, and a scanner to make sure that they were the right ones.

"Sypher: power transference." The machine said as a red and yellow man came down the tube furthest from the left.

"Mastermind: diabolical genius." A new mechanical voice said as a woman in light purple armor came down the second tube going right.

"Weathervane: atmospheric control." The voice said to a woman in a dark purple dress, purple hair, and magenta eyes.

"Massive: gravity manipulation." The voice said admitting the last of them in. The bulky man still wore his green and dark blue suit. As the four of them were put inside the arachnid decided to make himself known.

"These prison containers have completely neutralized their powers and they will be under the supervision of one of the most courageous members of the Loonatics." The warden said as Spider-Man was admitting into the train, but through one of the side doors. He then made his way to the car that they were in.

"Hello boys and girls, how are you guys doin? As you heard from the warden I'll be watching over you, but he was wrong on one thing it was not my choice. We drew straws, and who ever drew the longest lost - nuff said." He explained to them while pointing at himself. "We might as well get comfy since this may be a long train ride." He told them and that was when Sypher spoke to him.

"Yo, bug-boy." The power monger said and Loonatic blue walked over to him. "High five." He offered with his hands to the glass. The web-head looked at it, and had an idea on how to turn it into one of his jokes.

"Yes, yes it is, but can you get this high five?" Spider-Man questioned before leaping up to the ceiling and put his hand on the container to where Massive's forehead was.

"Your on." The drainer said and tried for it, but Spider pulled his hand back and combed his hair with his fingers.

"Come on, Sypher. Don't give me that look." Spider-Man said when he saw an angered Sypher, and added, "That move's a classic."

"Very true." He said back, and they all watched as he got off the ceiling just to bounce off of the floor and land on the wall opposite of them while sitting on his heels.

"I just don't get it." Spider-Man said to them since this was one thing that often bugged him when dealing with villains. He knew that the other Loonatics wouldn't get where he's coming from, so he didn't bring it up to them.

"You don't get what? How we have superior powers to you and the rest of the Loonatics, especially that miserable mutt." Mallory said to him putting plenty of venom on the word 'mutt'.

"No. It's just you guys have some serious gifts. Massive, you kept on saying that you have a dense body, and I DID see you in the alley before the bank." Peter started, but stalled for the big guy to answer.

"You…you saw me standing there, but you didn't do anything." The muscular human said.

"Sure I was. My spider sense didn't go off as I swung so I just let you pass. Anyways, have you ever thought of being a hokey goalie. I mean with a tall impervious body you could be a pretty good goalie." Spider said and saw that he got him interested, so he moved on. "Weathervane, you mainly wanted to get revenge on Misty Breeze, but did it ever occur to you to use this new look of your on a different news channel, and hurt Misty in a better way: in popularity since people would watch your report more than hers." He said moving onto the one in the dress.

"You…you really think so." She said and hid the blush from her light blue face since she knew what he meant by watch her more than Misty.

"Yep. Heck you could also help out local farmers who are suffering from a drought." He added, and could see that she too was thinking of her other option as well. "Sypher, your next. Instead of using your powers on Trick, wouldn't it have been better for the team to tap into the gaming knowledge of the team captain on the opposing team, and when the match started add, follow my lead." He said to the power drainer.

"I…I…I…" Sypher started, trying to find out a way to make fun of that, but couldn't, so he added, "I guess you do have a good point." Their thoughts of using his ideas were short lived as the shortest one spoke.

"Very good ideas, Spider-Man. Shall I calculate the odds on you being right with those ideas." Mastermind said, and that was when he knew just the right thing to say to her.

"And best of all if you guys do use my ideas then you three know the perfect broker for your money. While she's doing that on the side, she would be working at a research facility that has NO knowledge of Tech, and getting as many if not more awards than her old teacher." Spider-Man said, and she had to admit that she liked the idea of money, and showing up Tech at the same time.

"Even if we did do what you said, how could we since we are villains?" Massive asked him since he was a bit interested.

"Simple talk to the mayor, prove that your on the level and your charges should be dropped. It's the old villain to hero scenario, happens a few times back home." He said and could tell that the four was interested, but just like last time something went wrong. "Okay, who threw that?" Parker questioned to them in humor as he dodged a familiar black and blue device.

"I've never seen anything like it." Mastermind said as she and the others watched the show.

"Nice jump, bug." Sypher said as he and the others watched him dodge, but hit his head on the roof.

"Shove it Mighty Morphin Power Monger, its not my fault that this car is so narrow." He shouted back and remained on the dodging end since the last time he dealt with something small that tracked him it had a nasty habit of blowing up. The tallest of the four saw watching until a thin blue funnel, much like the one that brought the device, was in his cell.

"Ever seen anything like this?" He questioned to the female big brain with a worried expression while thumbing over to it. The thing started to pull his right arm causing him to shout, "Hey, wait a minute. Get away from me!" His pleas were unanswered as the vortex took him in.

'Huh? Where'd he go?' Peter thought before dodging the projectile. The vortex spun through on cell, and right into Weathervane's cell.

"No, no, no! NO!" She shouted after backing to the far opposite side of the cell praying that this was a bad dream, but she like the other was pulled in. The funnel kept on going into Mastermind's cell.

"Fascinating." The woman said with a laugh as she was being sucked in. Peter was able to stall it by webbing it the wall, and ran over to Mastermind's cell and saw the problem.

"No. Not that thing again." He thought in anger and watched as it sucked up the last of the four.

"Whoa! Dude!" Sypher said while trying to get a grip on the floor after his legs were pulled in followed by the rest of him. Out of anger for not living up to the responsibility he took the night stick that he tossed to the ground and the intruder, tossed the ball up, and hit it with the club.

"Seriously, do the Mets need me or what?" He questioned before looking at the empty cells. 'This is not going to end well.' He thought before activating his com link. "Guys, we have a slight problem, but I'll give you the info at base." He said to them, and started to head in that direction. The four on the other hand have been relocated to a planet like surface.

"Whoa. Where are we?" The red and yellow man asked as he saw the barren landscape.

"How did we get out here?" Massive questioned since he was confused over the whole thing.

"I brought you here." A new voice said, and just by that sentence Sypher and Massive got on the defensive while the weather witch and the big head just stared at the new guy. "I am Optimatus." A man in a black and red outfit with bits of silver armor along with purple and white hair and cybernetics to the left side of his face.

"Let me get this right, you want to take down the Loonatics?" Massive questioned after hearing their abductors game plan. He and two others were a little skeptical on his plan since alone they couldn't do that.

"Why should we help you?" Weathervane questioned with crossed arms not that she wouldn't mind going after the obsessed Loonatic. The purple haired man knew that they would ask something like that, so he was ready.

"Do as I ask and you and you will forever rule Acmetropolis and all its resources." He said to them, knowing that their egos would override the logic side of their brains for that kind of offer.

"Any objections?" Mastermind questioned to the others, and formed a three way huddle with the fourth just staring at them.

"Well, on one hand we do owe him for getting us out of jail." The ferocious forecaster said to them for a pro side. The gravity goon heard her, and understood, but he had to voice the bad.

"But, on the other hand. He's a cold blooded alien, who probably plans to take over Acmetropolis for himself." Massive said and Mastermind who was right between the both of them understood both halves, but still had to question.

"All if favor say: Aye." The brainiac of their side said to them.

"Aye." Massive said first.

"Aye." Weathervane was second.

"Aye." Mallory said the them, but then noticed that something was wrong. "Hang on, where's Sypher?" She questioned when the gel head was not speaking to them. The three of them turned over to Optimatus, and there he was.

"So, what you say, Opti-mato? You let me swipe the other super-freak's powers then I'll do the job for you solo." He offered to the liberator.

'Better get him out of there before he make Optimatus send us back?' Weathervane thought before summoning a cloud to pick him up and take the sucker to them.

"No side deals." Mastermind said in an ordering fashion with crossed arms after he was dropped on his butt. The true villain saw that this was going to be interesting, but he didn't have much choice, so he decided to give them a final piece of information.

"Oh, and I do have one other request." He said which caused them all to look at him, and when they were looking at him he added, "Once you invade the Loonatics Headquarters insert this device." He tossed the shortest one a small black and yellow square which she caught.

"Nice work, mind if I look inside?" She questioned after taking a good look at the alien tech. He knew that was going to happen as well, and knew what to say for that part as well.

"Yes. And any attempt to do so will end very badly." He informed them, and saw that they were all became a whiter shade of their skin. The manipulator of the elements was the first to shake it off, and knew how to avoid a gruesome fate.

"Maybe I should hang on to that." Paula said before looking at the device with her own eyes. Back at Acmetropolis Peter had returned and gave them the bad news in the conference room which they knew that he probably felt like crap for letting that happen.

"They escaped before my eyes. I can't believe I let that happen." He said after telling them what happened on the train finishing with a fist slam on the table. The others knew that he wasn't in the mood for jokes, but they had to try something.

"Don't be so hard on yourself, Pete." Ace said an in encouraging way, and he could tell that it helped a little bit, but then the speed creature added his two cents.

"Ace is right even though it is a major botch you probably feel-." He was interrupted with a webbed up beak. Peter fired the shot and slowly put his arm down.

"No offense Rev, but put a cork in it. I already feel bad, and I can't believe that even after all that I've been through I still made a rookie mistake." The arachnid shouted before slamming both fists on the table which caused it to shake. Lexi, who was to his left, could tell that he needed something other than kind words. She walked over and put a hand on each shoulder with a calming grasp.

"Please, calm down, Peter." She said to him in a soothing fashion, and it did work, he was calming down. Their leader could see that he was a bit better, but there was one other person that needed to hear this.

"Sorry to tell you this web-head, but we got to tell, Zadavia." He said to the team, but not even he was prepared for what happened on their table.

"I already know." The blonde in question said after appearing before the team. This caused Peter to get a bit nervous since he knew that the founder respected and trusted him, which he really didn't get back home, and he didn't know if he lost that of her to him. "How did they escape, Peter?" She questioned Loonatic blue.

"They were sent through a portal, similar to Ohn's portals, only blue. I tried to stop them, but I was dealing with a space age version of a spider tracker." He told her and prayed that she had believed him.

"You must find them before the situation escalates. I…I suspect…" She said to them after hearing the spider's words, but couldn't finish what she was about to say. In the time that they had seen her, she never once displayed fear, not even in fuzor mode, so the field leader tried to get to the bottom of that.

"Suspect what, Zadavia?" Ace questioned in a worried tone.

"I must go. I shall contact you later." She said in a dead serious tone before cutting the transmission on her end. The sword-bunny turned his back on the table and put his right fist on his chin, and tried to make heads or tails over her speedy exit.

'Somethins up.' Ace thought not knowing how right his thought was. Deep under the water was a hi tech base, and insider was their founder: Zadavia.

"I thought I was safe here. I've run out of time. I fear he's coming for me." She said aloud while trying NOT to think of a dream of hers, a dream that often wouldn't stop. One that involved their enemy and the team's bodies under his feet. As for the Loonatics Duck had taken the time to pick up a great big sack, and filled it with Tech's blasters.

"Fear not Spider-Man, I shall track down them ciminamals, and serve up justice Duck style with a side of melted cheese." Danger said after strapping the sack to his back and posing with a blaster in hand.

"Uh, I don't think so." Ace said knew how his family's rival thought.

"But my cheese will get cold." The water fowl said as a counter, wondering why the rabbit won't let him have any fun.

"This is just another sad, desperate attempt to kiss up to Zadavia, and hog all the glory." Lexi said while sitting on the guardrail in front of their computers. Duck knew that she was right, and figured that there was no need to hide it.

"Um, yeah, and your point is." The duck questioned, and that was when Ace came up with a potent plan.

"Okay, Duck. I'll make you a deal. You can go look for those super jerks." He started with a calm voice and saw that Danger Duck had dropped his gun cargo.

"Now your talkin." Duck said with a finger to his field leader, but wasn't prepared for what the bunny said next.

"So long as you take Rev with ya." He added and saw that the fowl had an expression, 'there's always a catch' on his face. The speed creature heard that and sped over to them, after getting the webbing off of his beak.

"Yeah." Rev said proudly. That was one thing that the other flyer could not handle all that well.

"Uh, sorry. I don't do partners." Danger said with his eyes closed and crossed arms. At first Ace thought that he would need to use the family tradition on manipulation, but Runner had it covered.

"Okay then. What about a sidekicks lots of heroes have sidekicks." Rev said, and knew that the teleporter would buy into that one.

"That could work: Danger Duck, and Rooster Boy." Duck said while picturing a comic version of him and Rev before adding, "I like it. Okay, let's move out." That said the two of them ran off. The female hare knew what the male had just done, but decided to ask just to be sure.

"Your just keeping him busy." She said to the swords-bunny.

"Well, gee, Lexi I have no idea what you mean." He answered back, and then decided to see what Tech, who had been at the computers since the meeting was adjourned, to try to find their friends. "Tech, give me a full planet scan, power surges, gravity flocculation's, anything that looks squirrelly." He asked after climbing three short stairs.

"Even a jaywalking sighting." Peter said from their ceiling. He had learned from Beast that hanging upside down often helped with emotional trauma. He shot a web-line and then drifted himself down to the others after hearing that the long eared big brain found a disturbance.

"We're getting a code red at the Acmetropolis zoo." Loonatic green started and then magnified the image by three and saw the source. "It's Sypher!"

"I don't like him." Slam said after looking at the bigger screen which lowered before Spider-Man.

"We have to flush out that power drain. Let's jet." Ace said to them, and after putting on their packs they flew off to that location. At the zoo there were several humans running away from the man in question even though he was just eating some zoo nuts.

"The Looser-tics." The former sports athlete said when five out of seven came down before him.

"Enjoy those nuts while you still have teeth Sypher." Ace said after deactivating his pack with his arms crossed. The drainer decided to stall for the others to get to his location.

"Hey, dudes. Don't you love this? Ya know being all up close with the animals." He said to them since in honesty he really did enjoy coming here as a kid, and he was sure that the others did as well.

"I hope your not giving them fleas." The pink furred warrior said with her guard still up. He got her comment, and decided to give them the honest truth.

"It's not what I give it's what I get, cause I get to swipe their natural abilities. The kangaroo's hop." He said to them and demonstrated by hopping right in Lexi's face with a growl. "The falcon's speed." He added while jumping up high and then dive bombed them, but they were able to get out of the way. He saw that they were on their guard, so he decided to show off the third one. "And the grizzly bear's strength." He through a bench at them, but it was destroyed by Ace's optic blast.

"And evidently the yak's smell and the dog's breath." Ace added to him after looking back at their target once the bench pieces were done falling.

"Let's not forget the Baboons butt, ape face, and lizard lips." Spider said and that lifted them up a bit, but they were still angry at him. The super genius decided to give Sypher a math lesson.

"Give up, Sypher. After all you are out numbered five to one." He said with a whole left hand raised and one finger on the other.

"Wrong dog-boy." An annoying familiar voice said to them which caused them to turn and see the three others.

"Alright, let's party Loonatics." Massive said and they all charged at the band of five. Ace's fight was with Massive after giving him an eyeful with zero success. "Get down, rabbit." He ordered and added gravity to the bunny. "Well, would you look at that, he's kissing the ground I walk on." The big boned bruiser said before lifting the leader up.

"Never on the first date." Loonatic yellow said back before hitting the ground and falling into unconsciousness. Lexi was easily dealt with when Weathervane gave off a mild cyclone just around Loonatic pink. Slam tried to use muscle on them while picking up a cooling unit of sorts.

"Hey, Slammy." Sypher said to him causing the devil to turn and saw a slight problem.

"Uh-oh." He said before the power drain slammed him with a natural rock from one of the habitats.

'I said that I had the strength of the bear, I just didn't tell them how many bears I absorbed.' Drake thought after dusting off his red gloves. He and the others saw that Tech was the only one still on the board.

"Your still the same ol` windbag, fido." Mastermind said as she and her old friend had been sizing each other up while moving in a circle form. "Which reminds me." She added before pulling out a hand full of what seemed to be dust which she blew at the canine.

"What is that? Mega dandruff from your mega head." He joked to her as visibility for him was zero at the moment. She decided to correct to canine for his bad joke.

"Nanites, tiny robots designed to take over your jet pack." She informed him, and as soon as he heard the engine on his pack activate on his own he knew that he was in trouble.

"Can't control it." He said while spinning in the air, and then crash landing into a wall. The four looked around and saw that the good team was defeated.

"Master villains: 1. Superheroes: 0." Mallory said to them with a laugh.

"Now that that's done I can start collecting." Sypher said to the others and walked over to knocked out knock out. Just as the others were about to stop him a web-line snagged his back and flung him into a habitat.

"Now don't tell me you guys have forgotten about little old me." Spider-Man said to them.

"We took down four Loonatics. You can't win." Mastermind said to him, not knowing that had had taken on worse by himself, and won.

"You'd be surprised what I've dealt with." He said to her, and decided to equal the playing field on Sypher first. Tapping into his spider reflexes, he was able to grab the transferor tyrant, and give back all of the bears strength to the owner before flinging him to the others.

"How'd you do that?" The red/yellow one demanded before being greeted by a fist to the face.

"You've had my powers for a while you should know what I used." He said darkly. Mallory tried using her nanites, but as soon as they had his pack he angled it to Weathervane, and took her out. Massive knew that Ace was out cold so he tried to do the same to Spider-Man. The bad thing was that even if it was Massive and Sypher against him; Loonatic blue was still holding his own.

'I've got to do something otherwise Optimatus will be furious.' Mastermind thought as she watched the fight. The genius turned to the other Loonatics and thought of threatening them, but that gave her an image of him plowing his fist through her head ten times over. That's when she saw a tranquilizer gun in one of the habitats that Sypher visited when he was deciding which animal power to use.

"This time I'm going to personally drag your butts to you new home." Peter said as he had the two of them on the ground, they were not defeated, but close. The problem was that since his focus was on them he did not sense the needles until they were in him, and worked instantly.

"What did you do?" Paula questioned after getting up from her fall. She saw that the arachnid was fast asleep. Mastermind showed them an average tranquilizer gun and gave her answer.

"Best way to deal with an out of control monster." That said they decided to take them to their new home as they decided to follow the Cyborg's plan.

"Hey, Tech. Isn't this…" Ace questioned after coming to, and waiting for their green furred genius to finish his comment.

"The underground prison I once designed to hold Mastermind." He said after taking a look around, and felt angered for being in the same prison that was meant for his old prodigy.

"Yes. It couldn't hold me, but it'll keep you on ice nicely." The female in question said on the outside of the bubble. She enjoyed the sight of the five, now fully awake heroes. 'This is where super animals belong.' She thought before hearing Ace's voice.

"Hey, Craniac, ever get premonitions cause here comes a psychic flash." The field bunny said before trying optic blast, but it bounced in the dome six times which caused the other four to dodge, or for Slam play secret service for Tech and it slammed the source of the attack on his ears. "Didn't know it was time for a hair cut." He joked with the tips of his ears smoking.

"The security shields I built will activate when you try using your powers." She informed them why his attack bounced.

"Prisoner specific defenses? Nice." Tech said, admitting that this idea was a good one, and he knew that she would appreciate those words.

"I try." She said with a slight bow and added, "And unless you know the deactivation code nothing can get in or out of that cell." The five in front of her knew that she was right, without the use of their powers they were as powerless as her when the EMP went off. As she said that sentence the others came out of the elevator from the far wall, and gathered to her.

"Hey, big-brain." Sypher said while tapping her shoulder. "How about you shut down the shields long enough to let me in. I take their powers - bingo - they're not a threat anymore." He added while gesturing to the five in front of them. In truth they knew that he was going to offer that, and their brainiac was one step ahead.

"But you become one. That is why only I can drop the shields." Mastermind ending with her left hand on her chest armor. Peter felt as though this was the perfect time to open his mouth.

"Besides you remember the last time you absorbed my powers? How will you get past that little problem?" He questioned, and knew just the thing to add after his comment.

"Don't worry. While I was locked up I figured out how to get past that. All I have to do is not think." Sypher answered back not knowing that he opened himself up for the arachnid's mouth.

"Well, that shouldn't be too hard since you think even less than me, and that's saying quite a lot." He said back, but was able to get a one word response from the drainer.

"Hey!" He answered back feeling insulted that fellow super villains didn't trust him, and the seventh hero was still cocky enough to make fun of him.

"You won't get any sympathy from us. We don't trust you either." Paula said before walking off.

"Spider-Man does have a point, about your way of thinking." Mallory said before walking off, but then added, "Now stay here while we track down the other two." When the two girls and one guy got into the elevator the tall one decided to give the fellow male a piece of advice.

"But remember…" Massive started to say to the sitting man.

"No touching I know." He finished for him, and the elevator brought them to the surface. The two in question were currently trying to figure out: how they left.

"Clearly this wall was perforated by an unknown force. The question is what kind? Was it a…" Danger said as he looked at the holes edge with a magnifying glass built into his suit, and put it back.

"Well, Tech might say the walls were subjected to a time and space vortex better known as a wormhole. Thou technically that's inaccurate because there aren't any worms involved at all." The speed creature said before getting wide eyed at the glare the fellow bird creature was giving him for interrupting his own babble.

"I just realized that there's but one force to have this kind of affect: termites." Duck said deciding to use a different insect instead of a worm.

"Or a wormhole?" Rev suggested with crossed arms knowing that Duck modified his idea just a little.

"Yeah, that too." He said and the two decided to get home, and tell the others what they think went down. As they were doing that the villains were also on their way to their headquarters, but as they were the three got distracted three different times - first was Massive.

'That trashcan gives me an idea.' He thought and used his powers to take the trashcan from the alley and gently placed it behind him, and then tore off a gutter from a nearby house with his own hands. "Just try to get past me." He announced which caused the two to stare at him in an odd fashion. "Come on you two can't tell me that you have forgotten what Spider-Man suggested to us." He said while putting the stuff back.

"Not in the least." Paula said before spotting a couple dying flowers on the windowsill. She walked over to them and created a small rain cloud which with the rain they perked up pretty quickly. She saw a beautiful blue rose, but she also saw a pink one too. 'Why does a human have to be pals with a group of animals?' She thought since she did not like how Lexi got to be close to six guys: let alone Spider-Man himself.

"You coming?" Mastermind questioned to the lagging one. In truth she did not care if she did or not, but the weather witch was the one with the chip that the alien gave them, and that was kind of important.

"Right, I'm coming." She said and followed after them. They were about three buildings away from their destinations, but they stopped when Mallory's genius instincts took over. She walked over to a window, which got a little help from Massive to see in and saw on a desk a mess of papers with wrong math formulas on it.

"Is this stop necessary?" He questioned when he saw that the papers held no purpose to their mission.

"Yes." She answered back and used her powers on a nearby pen and was able to write down the write formulas before hopping off of the big guy's hand and walking to their headquarters.

"Welcome back to headquarters Danger Duck." Their security system said and added, "Facial scan confirmed." Their computer held the voice of Black Velvet which caused Massive to go weak in the knees, but with his overall strength that went without being seen.

"Yeah, there's a good look for you." Weathervane said to the holo-duck head on Mastermind's body. The genius deactivated the hologram and glared at the taller female.

"Clam it Weathervane, or your forecast won't be pretty." Mallory commented before walking in. The fellow bad girl took that tone as a challenge, and knew just what to say to counter that.

"You try anything, bubble-head, and I'll hit you with a little acid rain." The three continued to walk, but the male of the group could see that this was going to get worse before it got better, so he decided to interrupt them.

"Ladies." He said to them, and the three of them walked over to a small console on the far wall. Tech's old prodigy turned on the computer while the manipulator of the elements dug into her outfit to try to find the device.

"What do you think this thing does?" She questioned after pulling it out of her outfit since technology was not one of her strengths. She gazed at it surprised that it survived a jetpack to her midsection without even a dent.

"Well, if you let me look at it." Mallory said while snatching it out of the magenta eyed ones hand, and then looked at it. Her gaze was short lived thanks to the tallest of the three.

"Don't worry your pretty little giant head." Massive said while snatching it from her, and added, "I'll handle this." He gave the device a once over and then looked at the console before them. With all of his heists he understood computers a little bit, so he had a rough estimate where to put it. "Hmm, that looks like a fit." He said as he put it into a slit with pink and yellow arrows around it.

"Genius. Fascinating." Mastermind said when a mess of red symbols rolled through their screens. On the outside of the room the two were ready to go in and meet with the others.

"Welcome back to headquarters, Danger Duck." The computer said and scanned, but said something different this time, "Facial scan of Danger Duck is a duplicate."

"WHAT?! What do you mean 'duplicate'? Listen here you overblown ATM when they made this kisser they broke the mold." Duck said back while Loonatic red was right behind him, and decided to take action when Duck added, "So open this door or else." He had the scanner scan his face.

"Access granted." The BV program said and opened the doors. Danger saw that the doors were opened and suspected that he himself was behind that.

"See the respect I command. Even the computers are afraid of me." He told the speed warrior and then walked on inside followed by Rev. When the two of them entered they saw that every monitor was showing snow. "Who forgot to pay the satellite bill?" He questioned to Runner, but as he said that one of the smaller monitors showed the face of their founder.

"At last I'm getting through. Duck get out now!" Zadavia said before having the monitor she was using be blown up by Mastermind's shooting skill.

"Your really clueless aren't you?" She questioned allowing both to spot her. "Blast `em." She ordered while charging straight ahead. Lightning blasts came from their ceiling.

"Yeow!" Danger shouted as Misty's former assistant began attacking. Massive decided to take on Massive. The two remained on the defense since they knew this room, their meeting room, didn't hold a lot of room for a fight. It was out of dumb luck that they were able to perform an old school crisscross pattern: Massive got hit by a lightning blast and fell on his butt while Weathervane was hit by a gravity blast which caused her to hit the ceiling, and fall right on top of him.

"What did I do to deserve working with you super incompetents." Mallory complained to them after watching the two make a run for it. The two villains looked at her with a 'huh' and then rested for a moment or two. Within their rest the two Loonatics were able to get a narrow lead.

'Good thing I left this by the entrance.' Duck said as he flew, by pack, with Rev. The three others got done with their nap and followed, but lost them when they ducked into an alley. Duck, in a dumpster, took a quick look, and then quacked out of it, and Rev zipped right beside him.

"Rev, Duck can you hear me?" Zadavia questioned to them through Duck's communicator allowing both to see their boss. "I'm tapped into a private data net, bad signal, you must find the other Loonatics. All of my systems have been sabotaged, find the others NOW!" She ordered before the signal went completely out.

"Focus, focus, focus, focus. Think, think, think, think. OW." Rev said while trying to figure out the answer, and then stood at attention.

What've you got?" Danger questioned, wondering if he had come up with an answer to this mystery.

"A headache." He answered honestly, and just with his own sentence he figured out where they were at. "Wait, Duck, that's it - a headache!" He said in praise after figuring it out.

"What are you talking about?" Duck questioned since he did not know how a beginner level head problem was going to help them out. Rev decided to help the teleporter out on this one.

"Okay, who has the biggest head, Mastermind, right. And who was in the specially designed underground prison that isn't open anymore: Mastermind again. So, where would be the closest place for her to lock up our buddies?" He said and questioned with three fingers on his left and going for the curling fashion meaning that he should be able to answer this with no problem.

"Uh…go fish." Duck answered back. That was usually his answer when he did not understand what was said or if he just didn't know the answer. Rev knew that they did not have the time for him to think, so their speed member gave away the answer.

"The underground prison Tech designed. Come on." Rev said before racing off in that direction. This caught Duck off guard, but he was able to quickly bounce back.

"Hey, wait up. Your just the sidekick." He shouted as the two headed off in that direction through a shortcut that the green furred one told them about. Sypher had grown bored with watching them so he decided to look at a paper the switchboard operator forgot about - just to pass the time. He glanced over the paper when he heard Lexi and Slam whistling innocently, and Spider playing hackie sack with a web ball. He knew of all of the leisurely tactics to avoid getting caught, so he decided to talk to the captives.

"Yo, dudes, give it up. Mastermind reset the deactivation code." Drake said to them after walking to the edge of the walkway. Ace knew how dumb this villain was, so maybe there was a chance for freedom.

"She tell you what it was?" Ace questioned, giving him an obvious question, and that was what Sypher fell for.

"Are you kiddin? If I knew those six little numbers I'd have all your powers by now." He said to them, not knowing that he gave them a lead, and at that same moment their backup had arrived.

"Ahem. Forget about somebody?" Duck questioned which caused the syphoner to turn around. Ace saw Loonatics red and orange and knew what to do with them.

"Duck entertain our friend. Rev help us get out of here." The yellow hare ordered, and that was what they did. Duck quacked near the guard while Rev ran over to the others.

"You can look." Duck said after appearing on Sypher's back which caught him off guard. He got off and quacked away before the grab. "But you can't…" He started to say after he reappeared, but quickly disappeared before another attempt. "Touch." He added after reappearing.

'This is going to get old really quick.' Sypher said since this almost drove him mad last time, but last time he had five other powers.

"Try again." Duck said after quacking behind the ex-athlete, and quacked away before that swipe too.

"Okay, Ace, I'm rarin to go." Loonatic red said after making it to the ledge before the bubble. Tech walked up close and gave him the info that they had so far.

"The security code contains six numbers, random sequence - HURRY." Their tech egghead said to the speed demon knowing that there were few places the other could quack to with out falling. Rev sped over to the panel and typed in all six number combos that he knew of.

"Too slow." Duck said after quacking before another try and appearing from behind. "So low." He said after another attempt. "No go." He said and quacked again, but this time Sypher waited for him which made Duck appear on his head. "Uh-oh." Duck said after realizing his problem.

"Feel like a little company dudes? So, now that I stole Duck's power, I'm gonna quake myself in there, and steal you too." The power pilferer said after tossing the powerless one aside and walked over to the pen.

"Uh-oh." Ace said since he did not see this one coming when he made that two way plan. As Tech got back to work and the other four stood guard Rev decided to stop his work and distract Sypher since keeping their powers came before being free.

"Want a little super speed, dude?" Loonatic red questioned with a finger taunt. The two then had a one on one of speed to teleporting, but with his GPS ability Rev stayed ahead by just a split second. As that went down their super genius remembered something of his past that his old prodigy had a habit of doing.

"Why didn't I realize it before?" He questioned to himself allowing the others to watch as he gave himself a palm slap to his forehead and added, "I think I know the activation code." That was the right statement to say in the field leaders opinion, and knew what to do next.

"You do?" He questioned and then decided to make use of their ex-teleporter member. "Duck…" He waited for a response since he knew that the body was sluggish at first when it came down to being power drained, but soon added, "Get to the keypad."

"Can't a guy recover from an injury? I'd just like you to know that I'm doing all the heavy lifting around here." Duck said as he stumbled to the keypad, but was able to get to the panel, but fell on a knee.

"Hurry." Ace said meaning for Loonatic green. "Tell him the code." He instructed since he did not wish for Sypher to get another power.

"1. 6." Tech started and with his kneeling pose he saw that the mallard was typing it in, so he added, "3. 2. 0. 8." The duck pressed in those exact numbers.

"Ok." Duck said after pressing the '8' button. At that instant a small square beeper went off on the right side of Mastermind's waist as she and the others were just casually walking down the hall to the elevator.

"Impossible. Someone has deactivated the prison's security system." Mallory said after taking to device off of her waist. The three knew that it couldn't have been their teammate, but that did throw one question into the air.

"But how could they have known the code?" Weathervane questioned before she and the others decided to high tale it down to the sphere. The field leader asked their canine big brain how he knew the code, but the answer surprised him.

"That's it? Mastermind's locker combination?" Ace questioned wondering if he heard right. This was another fact from his past that he prayed the others did not have to find out, but he decided to be truthful.

"Yeah. We shared one in collage. Well, i-it's a long story." He said in a breif way since he did not want to freak them out, and distract them on this fight.

"Ew." Slam said with a shudder. Just that one statement from the devil was just what the other needed to open up his mouth.

"It can't be that bad. It's not like she left some of her unmentionables in your books, or…any…thing." He started to say in a humor fashion and saw that the muzzled one gave him a nod. "Uh, forget I said anything." He added to his first comment, and outside of the down bubble a minor conversation took place.

"You did it!" Rev said to his orange partner in praise.

"I did. I rule!" Duck said after he fully grasped over the good deed that he had done with both fists raised to the heavens. Rev then used his GPS power and knew where he was going to be and as soon as Sypher quacked back the speed member tapped him on the shoulder seven times.

"Aw, no." The former sportsman said after turning around and saw that they all were free.

"Aw, yeah. We've got a little score to settle Sypher." Ace said to him, and about that time the elevator dinged in. The red and yellow man thought that it might have been more backup for them, but was still worried over who it really was.

"You let them escape!" Paula shouted in disbelief, sort of believing that he was that incompetent. Drake tried to save himself with a little silver tongue try.

"Relax weather girl, I'm handling it." He said back and received a brain blast from the back which sent him into the wall to the left of the elevator. The pink bunny thought that he deserved that since according to Peter he was hopefully only going to absorb her power. "See?" Sypher questioned after sliding and falling off of the wall.

"Never let a boy do a weather girl's job." Paula said and shot off a lightning blast with a familiar hand stance. Ace saw this and countered it with optic blast.

'This lady's mine.' Massive thought and channeled his gravity powers on the ground causing chunks of the earth to go to Lexi, but she countered it with brain blasts. Tech and Mastermind were having a quick draw contest.

"Flying dagger pens." Mastermind said and made three of them.

"Repulser fragmestan." Tech said and made his tool. The two threw them and no soon that they blew up that they started it again.

"Weaponized spoon." She said as she upgraded a spoon on her armor.

"Automated patroziny." Tech said and had those two blow up.

"Kamikaze keychain." She said and created.

"Deflecto vemo-fetcher." The canine genius said as he threw the red and yellow device, and those two also blew up. Mallory was about to make something else, but got hit by Sypher's boot after he quacked in front of her, still trying to get Rev's super speed. Massive was still battling with Lexi, and was surprised that the bunny was an even match for his powers. The pink furred one destroyed a couple of the rocks, but dodged the others.

"Here's a present for you, Duck." Massive said after he saw that the telepoter was unguarded. Danger feared for his life since he could no longer form an egg as a defense.

"Uh, ho, ho. That's okay, I don't want anything." Duck told him, but grew worried when he saw the graviton gladiator crack his knuckle, but his attack was put on hold as he was caught in a Tasmo tornado that was still attached to his arm.

"How do you like me now?" Slam asked through grumbling. The other four were starting to back up since they were being surrounded by the other three villains.

'Seriously, why do villains have to be so dumb.' Peter thought after watching their powers at work. He then decided to help them out by firing and swinging on a web-line, grabbing Duck from his back and tossed him to the elevator all before landing in front of the others.

"I'm having personal space issues." Lexi said as she did not like the way the three were looking at them. Their field leader knew this to be true, but he really didn't have a plan to get out of this one.

"Well, what do you say we get out of here." Ace said, in a way for one of the others to speak up.

'Oh man, he didn't have to be so rough.' Duck thought after giving his head a shake. The mallard then saw that his team was in trouble and knew what to do.

"Ahem. First floor: toys, furniture, ladies undergarments." He said after knocking on the side of the open elevator. Ace saw that the three were closing in on them, but he finally came up with a plan.

"Slam, a little blowback, please?" The swords-bunny offered to the purple furred muscle. Using his left free arm he sent a cyclone at them which the three ducked for cover before it could hit them. When the path was clear the other six ran for it causing Massive to fall on his butt. "Go." Ace said when all seven were in the elevator. Mastermind saw the elevator, but she knew how to counter their escape.

"Bring down that elevator." She bellowed to him, and he was more then happy to do just that for the sake of a rematch.

"With pleasure." He said and channeled his power into the elevator shaft, and could feel it following them, so he really poured it on, but their was a problem with that. All the rock that made up the shaft, let alone the building came down to them; thankfully Weathervane protected them with her bubble.

"Not quite what I had in mind." Mallory said back. She was glad that he followed orders, and liked his enthusiasm, but he could have had some self control just the same.

'Did I really do all of that?' He thought to himself with a wide eyed expression since he never poured that much power into his attack. Weathervane looked over head and saw the elevator glowing green, and knew where they were.

"Nice going, Tech." Lexi said as she and five others fled the elevator. Tech used his power to keep them out of reach of Massive's attack, and that was why he was the last one out.

"Careful guys, my spider sense is going nuts." Peter said to them which after his tales knew that spelled trouble.

"So, don't get comfy." Ace added as he and the others turned to the big hole in the ground, and out of it came a bubble with all four inside. Massive was at the top of the bubble while Sypher, Weathervane, and Mastermind were below him (in that order).

"Care for another round Loonatics?" Mastermind questioned confidently, knowing that stopping them was in their blood she already knew the answer.

"I'm gonna wipe the shine right off that head." The acrobatic avenger said to the others, really wanting to put that one in her place. That was when they heard a familiar sound: their holo call sound, and when the heroes turned to their left they saw a figure. "Zadavia?" Lexi questioned since she was the only one that could do that, or so the bunny thought.

"Uh, not exactly." Ace said since he knew the face of his crush and that DEFINETLY was not it. Their foes wondered what the heroes of Acmetropolis was staring at, but when they saw who it was fear became evident on all of their faces.

"I ask you to do one simple thing: catch the Loonatics. But you can't even do that." The mystery man said after seeing that all seven were still standing. "I should eradicate you as well." He added and saw that their fear had grown. "But I suppose you can still prove useful to me." He informed them and summoned a blue wormhole, the same vortex that saved them the first time.

"No way, suction boy." Danger said after realizing that what they were seeing was the saw vortex as Peter described, and ran to the four.

"Duck wait!" Ace shouted trying to stop him, but it didn't work as the duck continued to them.

"You've still got a little thing called by powers to return." He shouted and as the enemy were pulled in: Massive and Weathervane then Sypher and Mastermind grabbed onto Drake's ankles and was pulled in with them ending in a, "YEOW!" The vortex went back to the man's hand and the whole thing vanished. On the unknown location the four were oozed out while Duck was thrown out of the wormhole.

"Whoops." Danger said after realizing that he was staring at their four villains, and he still did not have powers, so he was in trouble.

"Well, look what the wormhole just dragged in." Optimatos said to the duck billed Loonatic before he fainted from fright. Back in his city the rest of the team were wondering what just happened.

"Who was that?" Lexi questioned since she had never seen the like before.

"I don't know." Slam answered her, and once again Peter spoke out of turn.

"A bad Dr. Droid impersonator." He said and saw that the rest of the team gave him strange looks. "A different enemy back home, don't ask." He said to them, and that was when a new voice was heard.

"Loonatics, there's something I must tell you." The voice said and they all saw a pink outfitted woman with a dark crimson cloak coming at them. The new person took off the hood and looked at the team with stunning dark green eyes.

"It's Zadavia." Lexi exclaimed since as soon as they all saw her face they dropped their guard and were happy to finally see the face of their founder.

"In the flesh." Tech added to Loonatic pink's comment. He and the others knew that for an instant after they de-spliced they saw her, but this was the first time that they saw her actual face. The team got up to her starting with Lexi, and then the others.

'She's okay, but I don't think Peter likes her more than a friend or a boss.' She thought as she looked at the other female's face. She then heard their field leader's voice to Zadavia.

"Uh, Zadavia, ya know something about that big guy looked familiar." Ace said to her while trying not to get lost in those deep green eyes. He saw her eyes switch from grateful that most of them were safe to ashamed of his observation.

"I'm not surprised, after all, he is my brother." She said to them after deciding to be honest with her team, and saw their shock over her announcement.

"Oh brother!" Ace said, feeling that it may be difficult for him to get her family's blessing if he wanted to go that far.

"Well, every family has it's problems." Lexi said in honesty, and then wondered if what she said was alright and saw him give her a silent nod.


	17. Chapter 17

Spider-Man is from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Chapter 17

Acmegeddon Part 2

"My brother will exterminate anyone close to me." Zadavia said to the rest of the team. Giving them a heads up over what may happen to them.

"Your brother, eh? I thought something about that big guy looked familiar." Ace said while rubbing his chin with his right index finger. The blonde female didn't want to tell them anymore, but if she had to they needed a better place to talk.

"I will explain everything back at headquarters. If we do not act soon, Acmetropolis will be destroyed." She said to them and they all headed back at headquarters on foot. As they ran it was the web-head that remembered something this time.

"Guys, remember when I said that I wanted to give your guys' suit's a once over?" Peter questioned as they headed over there, and the animal humans all nodded about that; it happened shortly after their vacation of Mastermind, but they wanted to know why that was important. "I personally installed web shooters in your suits and your belt holds extra cartridges." He informed them, and that caught them off guard.

"So, we can swing like you?" Ace questioned since that idea always seemed pretty cool to do. That comment brought out a comical moment from the spider.

"All but Zadavia so you'll have to carry her, long-ears." He said to him and saw a blush form on his currently yellow fur, and her yellow skin. "Come on guys, follow me." He added and with a running start he swung off with Lexi, Tech, and Slam following him. Gifted with flight Rev didn't need that option, but as for Ace he had to give Zadavia a piggyback swinging ride to their base.

"So, chief do we wait for you to spill the beans, or do we wait until duck winds up as your brother's main course?" Ace offered when they got back to their base by web, and into the fully restored meeting room.

"This is my home the planet - Freeling. It is over six hundred parcects away from your own galaxy." She started after showing them a holo-image of planet of two shades of purple and three moons. "I was born into the royal family. My brother and I were groomed to rule Feeling together, but it was not to be." She explained and showed them a file that she kept with her as a reminder.

"My fellow Frelangians, now that we have the power of one-dimensional transport. We should use this power to explore strange new worlds, to seek out new life, and new civilizations, and then conquer them all." A younger Optimatus said to a group of people of the same race, and ended in an evil smile.

"No. My brother calls for a perpetual war. One that will bring shame to our people, and ruin to our planet." A younger Zadavia said to them, ending their discussions.

"The council agrees with Zadavia." An elderly man said with a group of six others nodding 'yes' to his statement. "Optimatus, we will hear no more talk of conquest." He added to the young purple haired gent in the hovering pedistal.

"Yes, the time for talk is over." The younger one said making the others around him think that he had given up. Back at the base Zadavia decided to shorten it since their time was short.

"Optimatus would not let the rule of law stand in his way. First he kidnapped the High Council, then fearing I would lead a revolt against him - he came after me." She said to them while showing a group of five green machine men surround the elderly men, and then another group of robo-soldiers with her brother came down to a corridor, and he spotted her. "Optimatus would not rest until I was under his control. As I was making my get away he was accidentally caught in the heat of the exhaust. I was truly sorry, but couldn't afford to turn around - too much was at stake." She informed them even though she knew they knew that already.

'Pretty rough.' Peter thought as he saw her blast down his four bots, and what happened to him before listening to what else she had to say about this.

"I used one of Optimatus' own wormhole generators to escape to Acmetropolis. I thought I left no trace for him to follow." She said as she displayed her under water base and herself watching over Acmetropolis. "But I was wrong." She added sadly and continued her explanation, "Somehow my brother found me. He sent a meteor hurtling toward Acmetropolis; he did not care who else might suffer - eliminating me was all that mattered to him." The team saw a red/black ship, and a falling rock.

'Someone is in need for some serious councling.' Peter thought since he knew that none of the villians were stupid enough to throw a rock to their home world, or at the very least didn't have the tech for such a feat.

"I was able to slow down the meteor - saving Acmetropolis from destruction. Still the impact threw your world off it's axis and released a strange radiation which of course gave you your powers." She told and the team saw how the first one only gave them their powers: through a laser defense.

"So, basically by coming here to get away from your brother your responsible for creating these super villains." Lexi said, pointing out the worst, and not the good; Peter was about to say something, but Zadavia beat him to it.

"There were a number of unexpected side effects, such as the seventh member of the team." She said back and saw the fellow female turn to the spider, and saw that Lexi felt a little bad, but the founder carried on. "I have been scanning your solar system for signs of Optimatus then I found this - a small planetoid approaching the asteroid belt." She explained to them while showing images of a more current system and time.

"So, big brother is on that rock?" Ace questioned to her even though he, and the others, already knew the answer to that one.

"Yes, and it is most likely where we will find Duck." She said to him since she knew her brother's hunting style. Another intergalactic mission sounded good, but Tech decided to give them a reason to wait a while.

"If we take the Loonaporter I will have to install hyper drive boosters." The green one said to the others. The founder of the team only smiled at one of the brainiacs since he was always thinking.

"That's alright, Tech. We'll use my ship." Zadavia said to them and was able to move a section of their communication room up to show a rather large white ship just outside the sphere. "It has warp light speed capability, able to cross the solar system in a matter of moments." She told them like she was trying to sell it to them.

"Hey, you've been holding out on us." Ace said to her in praise as he and five others went over to the ship. "Now, let's go get our duck." He added when they were all inside, but after a quick scan Lexi asked a sort of important question.

"Guys where's Spider-Man?" She questioned and that was when they all heard something inside their home. The six were about to rush in, but when they got to the edge they saw that Peter had transported his armor from his storage room to their communication room.

"Sorry for the wait, just thought this needed my cooler suit." He said to them while walking in with his helmet in hand. When the team got into position they took flight.

"Okay. Now, let's go get our duck." The lead bunny said while flying off. On the planetoid was the porting member of the team, just now getting on his feet from his fainting spell.

"Bwah-ha-ha." He exclaimed when he woke with a groan and saw a great big purple and green planet in front of him. "I've got to stop watching old Scifi movie before bedtime." The mallard to himself, not knowing of the four sets of eyes until one pair spoke.

"Aw, poor duckie, have a bad dweam." Mastermind said in a baby-like way which caused the duck to go from sitting with his back to them to facing them with his feet on the ground.

"Wait, it's all coming back to me. The jail break, and you. You stole my powers!" Duck said and exclaimed to them and then he tried to grab Sypher since he remembered that his powers had a reverse switch, but Drake countered with the stolen porting power. As he was trying to grab the drainer he was attacked from behind and took a tumble.

"What an annoying creature." The villain of the hour - Optimatus said with bright glowing hands. The others were smiling since they were hoping for a one-sided blood bath.

"Are you going to get rid of him now?" Mallory questioned since she knew the fewer allies that Tech had the easier it was for her to beat him.

"In a painful way?" Massive questioned since the duck he really didn't care much for.

"And can we watch?" Weathervane questioned to him since she would really enjoy seeing the Misty fan-boy being slapped around.

"Gee, thanks a lot, losers." Duck said when he got back to his feet even though he knew that his comment went unheard. The four of them were not expecting for him to still be mad for what they couldn't do.

"Your lucky I annihilate all of you for your incompetence." He said to them harshly and added, "Perhaps I should have left you to Zadavia." The name of his founder got the duck's attention.

"What's Zadavia got to do with this?" He questioned while walking over to them. He may have done things for glory, but by the look of this guy he intended to harm her, and he couldn't have that.

"She is my sister." He answered to Loonatic orange in a serious tone.

"Sister? She's your sister?" Duck questioned in disbelief wondering how a beauty such as Zadavia would have someone like him as kin. "And" He said between gasps and added, "Again." At the end. The tallest of the five had a gut feeling that the ones he chose couldn't guard a rotting corpse from vultures he had a different idea.

"Since these simpletons cannot do the job I will have one of my Opti-Forces look after you instead." The older brother of his boss sad to him. He had personally built these men to handle anything, so dealing with such a creature would be an easy task for them.

"Fine. Hey!" Duck said at first laid back, but then serious once he felt a Gatling gun with three barrels on his head. When the mallard turned to face it he saw a green armored robot pointing its gun at him.

"Come with me or be eliminated." The robot stated with its gun still at the duck's head.

"Bwah-ha-ha!" Duck screeched in fear with his hands in the surrender position. As he was being toed away the others were closing in fast on his location with Ace in the driver's seat.

"Hey, how do you steer this thing?" The yellow furred rabbit said to his boss, who was standing right behind him. The ride was smooth, but he still felt like asking such a thing.

"This one controls your speed, and this controls direction." She answered to him while pointing to the sphere to the left side of the chair first and then the one to the right side of the chair. He put his hands on both and gave them a shot, and as soon as he started moving the ship he instantly loved it.

"You know these babies could put the steering wheel out of business." The rabbit said while looking up at his boss' smiling face. 'Man, she's got a great smile.' He thought as he saw it and added, 'Easy, Ace, best stay focused.' He then looked back up at her and finished, 'For now.' On the lower section of the bridge one of them saw a familiar device on the console.

"Fascinating." Tech said when he compared a black, yellow, and red device to one of his own in his right hand. "This is the most advanced chip design I've ever seen." He continued and tried to look through the yellow lens, but it only turned his vision to yellow.

"My planet's technology is based on a universal code. It can be used to run anything from a child's toy to a warp engine." Zadavia said after disappearing from Ace and reappearing to Tech just like in her fight with her brother.

"Very interesting." the long eared egghead said after hearing that and then saw something on his monitor that he thought the others should know about. "Hey, guys, we're approaching the planetoid." He warned to the team.

"And that's not all." Ace said on the alert when an image of their destination was in front of them, but it was changed to the bust of the big brother.

"Greeting's sister. As much as I'd love to chat, I think you'd best spend these next few moments preparing for your demise." He said with an evil laugh and faded away. The team then saw larger versions of what attacked Peter coming at them.

"Ace, they're trying to maneuver us into a crossfire." Rev shouted as two ships came to either side of theirs, but Ace knew that the oldest trick would work for these guys. Right before they fired he went below their barrels so the only thing that they shot was each other.

"Whoa, Ace, nice move." Lexi congratulated after flying away from the explosion. He liked the words, but he saw that they still had plenty left.

"Thanks, but we have more on our tail." Ace said and warned to the others. Tech started pressing a button configuration that may help them, but he was only spit balling it since he had no idea what he was doing.

"Deploying Defense weapons." He said when the monitor he was stationed at showed off a targeting screen. He took aim and shot one of them down. Ace didn't see any in front of him through the windshield, but the screen before him said differently.

"Three more bogies coming up fast." He warned and tried to dodge their fire. While they were on the defensive Peter wondered why one of them was sporting a different paintjob, but he knew that it wasn't to be original.

"What does he do? Buy them in bulk?" Lexi questioned after two of them tried to swap paint, and shake them up all but Spider-Man, who just stood there. The female fighter would have liked some words from the alien since this might have been her technology, but when she turned around there was no sign of the other blonde. "Hey, where's Zadavia?" She questioned to the others.

"A walkie maybe?" Slam questioned with a slight grumbling in his voice trying to be funny. Ace wondered that too since she was not behind him and wasn't near Tech, but he found the answer when he looked out the window.

"Whoa! Check this out guys." Ace said, and at first the team only saw those vehicles coming right at them until a rainbow beam blow one of them away. They all saw Zadavia surrounded in an aura heading straight for the other ones. She then took over one with an aura and slammed it with another.

"Zadavia is more impressive then I expected. No matter." Optimatus said while watching her skills, but still knew that he could take her. The good guys all saw their leader fly along side her, and all of them were surprised that she had that kind of power in her shell.

'Okay, that was pretty cool.' Peter thought after seeing what she could do and added, 'I really shouldn't have expected anything less after seeing what the girls in my world are capable of let alone the main lady of our team.' He thought and glanced at Lexi. He was about to cut that kind of thinking, but Ace beat him to it.

"Zadavia, this is not the time to take a stroll." Ace said to her with wide eyes while trying not to think of how lovely she looked with that aura, and tried to focus on what her brother might do to her without their help.

"I'll hold them off. You get to the planetoid and stop Optimatus." She ordered to them, but did not see Ace look at his monitor, or of them beam that got her from behind; it was not a beam built for destroying her, but the opposite.

"They've got Zadavia." Tech warned as he, and the others, watched her being pulled into the black and white one. Ace got off of his chair, and decided for the others to get in on the action.

"Tech, Slam, Lexi, Rev get out there and help her." He ordered to them with nothing but pure fear in his eyes. The team ran off to get suited up and head out.

"You guys aren't going anywhere without your friendly neighborhood Spider." Peter said and was about to run off until he was caught by Ace.

"Sorry bug, but I'm gonna need help with them." He said to the arachnid, and the earth based scientist knew that he was right, so he sat down at one of the spots, and got ready to help.

"Bring her to me at once." Optimatus said once he saw that his tracking ship caught his prize. He knew that the rest of them could deal with the other six members of the Loonatics. Loonatics red, green, purple, and pink suited up and headed out. Lexi had dibs on the first which met up with her brain blast.

'Let's see if this works.' Slam thought before slamming his fist into the other one, but also summoned a tornado when his fist hit which caused it to spin in place and burst. There were only two left, and they were focusing on the ship itself.

"These clowns won't quit." Ace said while trying to avoid being hit by their beams. Peter, who was using his armor's data probe option was having a hard time for aiming them.

"Would you just hold still?" He questioned in anger while trying to shoot them down, and missed every time. 'I guess these guys learned from the others and know how to deal with this defense. "This is gonna suck." Spider said when the two of them were staring at the wrong end of the gun.

"Eject! Eject now!" Lexi shouted when she and three others landed on a simple meteor. The rest of the team watched as their ride home blew up. "Oh no, they didn't stand a chance." The pink bunny said with sorrow in her throat after the explosion, and Tech put his hand on her shoulder out of comfort.

'Guess losing our field leader and her…friend must be hard.' The genius thought, already knowing how the two felt, unaware that her feelings might get worse by some of the debris. To her shock a piece of fabric and a chuck of steel came in front of her, and she grabbed them both: the steel in the left and the fabric in the right.

"He was the best leader and the best comedian." She said when she saw the chunk of steel was actually Spider-Man's left shoulder armor, and the fabric read: Ace. She began to cry out of losing them and added, "There's nothing left." She wanted to be left alone for a while, but there were two that didn't want that.

"Who are you calling nuttin?" A voice said behind her which startled her, and when she turned to face the voice she saw the lost ones.

"Man, cottontail, you look like you've seen a ghost, or to be more specific: a swords-bunny ghost, and arachnid angel ghost." Peter said to her with a smile hidden behind the steel.

"Ace, Peter I thought we lost you two." She said and put her right arm around Peter and the left around Ace: grateful that she still had her 'field leader/big brother' and her…friend.

"Hey, easy. You'll wrinkle the space suit." Ace said to her in humor while the other one tried his brand of humor.

"Yeah, and mine is car wash only." He said to her. Now feeling slightly embarrassed she decided to recover by punishing them.

"You scared us." She said and punched them both in the shoulder, but that only helped Peter out again.

"What was that for?" He questioned out of humor, but got a look that was a combination of fear and anger.

"We thought…" Lexi said, wanting to sort of change the subject.

"Boom." Slam questioned with some mumbling. The arachnid caught the sum of it, and decided to give them a straight answer.

"It was the old decoy maneuver. We bailed behind an asteroid before the whole thing blew." He said casually while thinking, 'I've seen that kind of ploy on almost every show and every movie that I've seen, I'm surprised that it can work in real life.

"That was a cool trick, but you know I wonder if Zadavia had insurance because replacing one of those must cost a fortune unless you think it was a rental. Or maybe if we went down to the planet's surface we can talk to someone about a new one. Wasn't it cool how we could guide it by moving our hands." Rev said to them after praising their move, and then wondered if doing that was going to set them back. Loonatic pink walked over and placed a hand on his shoulder for him to stop talking.

"Rev, not the hot issue right now. Let's go." She said and there was a bit of a laugh to the second sentence since she was amazed of how Rev and Peter could shrug such of an explosion off. As they flew over there Peter decided to check with the on-board computer.

"Computer give me status on my suit." He said and the computer voice answered him.

"Shoulder missiles off-line. Other weapons still active. Oxygen holding at 95%." Parker heard the stats and like what he heard so he cut off communication and continued after them. Within the planetoid Duck was working on a plan to get out of the cell.

"Oh, please. Oh, please, help me." He said to the machine with fake gasps of air. The guard walked over to the prisoner to see what was the problem.

"What is the cause of your distress?" The robot questioned even though his scanning equipment told him that everything was just fine with the duck.

"Just look at me. I'm dehydrated, shriveled, withered, wizened. I need water." Duck said while walking over to the bars that prevent him from leaving. The machine scanned his recent memories and came up with the right answer.

"You just had some ten minutes ago." He answered back. Without totally loosing his cool Danger was able to come up with a counter statement to that.

"Hey! I'm a duck! We're big on wet!" He said and then went back to his lying pose. "Please, oh, please just a drip." He asked when he was lying down.

"Fine." He answered and called up the same beverage bot as he did ten minutes ago. The new machine raised itself to knee level and opened the storage compartment. "Here is your water." He said while taking the water from the butler bot and gave it to the hero.

"You wouldn't happen to have a wedge of lemon would you?" He questioned after seeing once again that he had to stick his arm through the electro-bars. The guard got what he asked for and was about to hand it over to him.

"Here is your slice of lemon." He said and then Danger threw the water on him causing him to short out and the bars to power down.

"Can I have a clean up on aisle six?" He questioned out of humor before pushing the door open, and left. Zadavia had been extracted from the retriever while strapped to an evil parametic transport and was being transported to an evil version of the Loonatics' headquarters.

"Opti-forces, bring my sister to me." Their creator said and they obeyed even though that they were about to go to the cells first. "Now you shall pay for your defiance, and you four incompetence watch and learn what happens to those that disappoint me." He said when the two, and Zadavia, came into the sphere. Acmetropolis' worst didn't like where this was going since he had no problem dealing with his sister then offing them would be easy.

'Maybe this is my torture: listening to him babble.' The blonde woman thought as she looked at her cyborg of a brother with half closed eyes.

"Ah, Zadavia, are you comfortable?" He questioned with mock sympathy ignoring her death glare.

"Not in the slightest!" She answered back in anger since she REALLY didn't like what he pulled back home, and now he was endangering her friends.

"Good. I wouldn't want you to nod off while I destroy your beloved Acmetropolis." The brother said to her not knowing that the ex-porter of the team had come in, saw what was happening, and hid to find out more.

"Hey! We made a deal. You said we could rule Acmetropolis." Massive said with a level tone, but an angry expression. He may not have been nice with all the stealing that he does, but if there was one thing that he lives by is his word, and those that don't keep there's gets on his nerves.

"And you will…for the five minutes it has left." He said to them with a cruel smile on his face. 'Did they honestly think that I would keep that backwater planet around since I have what I needed from it.' He thought and decided to go back to his work.

"Not gonna happen Opti-dude." Sypher said to his 'boss' since he hated when someone plays him for a sap. He got ready to use Duck's power's, and as a fallback he was going to try to steal his. He charged, but just like Zadavia he put an auara around Sypher and Mastermind and flung them to a console.

'Okay, so that could have gone better.' Drake thought before he went under. Duck watched as the other two tried their luck, starting with Massive.

"I've had enough of this you one-eyed cyclopes." The gravity goon shouted and went hand to hand with him.

"Puny human." Optimatus shouted as the powers of gravity and light went one on one while their hands were in grappling combat. Since the villains were either knocked out or distracted Danger decided to recover something important.

"I'll take my powers back thank you very much." Duck said to the out drainer as he touched his hand, and when he felt his powers completely back he added a sigh of satisfaction. Back to the fight it was almost even until Massive used his natural strength to throw him at the console. As soon as he was on that metal Paula added her lightning to the console, but as she moved in close she was unaware that he could counter. The cyber sibling used his chest piece to reflect her energy right back.

'What?' Massive thought as the back of Weathervane met up with is front causing both of them to hit the floor and be knocked out. When he saw that the four were taken care of Optimatus decided to do what he should have done when they first failed him.

"Time to go home, Acme-worms." He said and created a wormhole, big enough to send all four of them back to their planet. "Go and rule your pitiful planet while you still can." He said as the four of them left his headquarters.

"If those guys were on his side I wonder what he does with his enemies?" Duck questioned while watching the whole thing from his hiding spot. He then saw something pink beside him and he had a feeling that someone like Optimatus was not into frilly things, so he looked higher and saw the face of his founder.

"Duck?" She questioned when she saw something orange in the corner of her eye and saw that it was the triangle symbol on Duck's uniform. The exit portal appeared above Acmetropolis and the civilians there saw four things fall from it, so a few investigated. They saw that it was the four escapees from the news, the ones Spider-Man was guarding.

'At least she's safe.' Massive thought as he helped Weathervane to her feet. The two of them walked over to the brains and the drain, and he was about to ask what Mallory had in mind, but was interrupted by a voice.

"All hail your new kings, Acmetropolis." Optimatus said through the wormhole ending in an evil laugh. The other six had made it to the planetoid, and flew into one of the cracks on the surface.

"This way, I'm picking up some magnetic activity." Tech said to them, so they followed after him.

"Computer, oxygen level?" Peter questioned while in the rear, so not to worry them.

"Now holding stable at 80%." The computer answered him, but he knew that was good enough so he cut it there and stayed with the group.

'Man this décor looks just like the home Man-Spider created.' He thought grimly, but decided to lighten that up with an outer comment, "Man this guy needs to fire his cleaning lady because this driveway has a serious tar problem." The others groaned at that, but they knew that he was only lightening the mood since this may be one of their toughest fights yet.

"I just hope that activity leads us to Duck." Lexi said and saw the stare from Spider-Man and added, "What? You're the only one that can feel protective of all the team?" She questioned to him.

"Sorry, guess I'm just worried of how long it will take to repair my shoulder." He answered back to her while they were flying.

'Why did I even add that?' She thought and decided to focus on the mission. Back at his base Optimatus was typing the last piece of his plan on his computer.

"You again!" He said in anger when Danger Duck quacked before him.

"Ah, did you miss me?" Duck questioned out of humor to the deciever. Optimatus decided to grab him, but he quacked before he could get close. With this Loonatic along with the underlings that turned on him he was getting angry with everyone on that planet.

"Opti-Forces, get in here! That pesky duck has escaped. All forces shoot on sight. I repeat, SHOOT ON SIGHT!" He shouted to all of his mechanical men, and several robots flew into the red sphere ready to do as commanded.

"Can't hit a moving target?" Duck questioned after a good laugh and then some summersaults before quacking to someplace else. "Hey!" He shouted when he stood on top of a CPU and quacked away. "Step right up. Step right up. Hit the duck and win a prize." He said after reaappering but quacked away after adding, "Whoopsie." He then appeared in between two and said, "Try again." They fired, but only destroyed themselves. He appeared in the same spot that the four were sitting at, thinking of what to do next, but he was stopped.

"Oh, how can Zadavia put up with you?!" He demanded with the duck in his right hand since the hero in question was getting on his nerves.

"Well for on thing: I'm really good at parties." Danger answered and was somehow able to summon up the same move he did to a golem, but it was a tar egg. In that time Duck did one good thing, but also played decoy.

'That's disgusting.' Optimatus thought as he slapped the mess off of his face, but as soon as he did the voice of the attacker was heard.

"Hey, Cyclopes." Duck said to get his attention and when the eyes of the enemy were on him he did a few funny faces which was answered with a palm blast which sent him out of the bubble, and into an outter wall.

"Engaging extermination process." One machine man said as he and two others surrounded the duck, and with it being late to quake out, he waited which was interrupted by a purple tornado.

"Slam!" Danger said when he saw the twister with eyes destroy the guards around him.

"Ta-Da." The devil said praising his own accomplishment, but their happiness was cut short when a shot was fired in between them. The duck and the devil saw several coming at them, but luckily the rest of the Loonatics were there as well.

"You-hoo, metal heads. How about a game of whak-a-bot?" Lexi questioned and was able the kick down two, land on the second one, and brain blast two more. Spider was the next one to give it a shot.

"Have a taste of some shoulder missiles." He proclaimed and got ready to use said weapons, but was interrupted by his computer.

"Repeat shoulder missiles off line. Unable to use without both shoulders." He understood, and was about to pull something else but found that his arms were pinned, and three robots were coming at him.

'Time for plan 'B'.' He thought before using his glue gun option since he made sure the glue was stronger than his unaltered webbing, and when they were stuck he continued but firing a couple of web-lines to the ground. Even with the robot binging his arms working against him he was able to move back, and at the right moment launch himself with the back to the foot soldiers.

"Web-head?" Lexi questioned when she saw a small fire where three soldiers were at, but soon saw the armored hero walk through the flames.

"That didn't tickle." He said in humor and then watched Rev use a power drill, that was attached to his suit to disassemble two of them with their heads falling last.

'These two are mine, and I know what genre to use.' Loonatic Purple thought as he walked up to two of them. He wiggled his fingers like he was ready to pull out a gun.

'Not going to happen.' One of the machines thought after seeing how one of them disassembled two, so he and the one to his right pointed up their guns Slam shot out a cyclone from the palm of his right hand which took them both out; he finished by blowing on his hand like blowing the smoke off of a barrel of a gun.

"With my sister and the Loonatics gone no one can oppose my conquest of the universe." Optimatus said thinking the constricting bed took out his sister, and the Opti-Forces took down the Loonatics. "This is the final blow." He said as he watched the wormhole he created earlier had gotten large enough to engulf the whole planet.

"Always so dramatic Optimatus." The sister said while walking over to him. She liked it when they were kids, but now it was more of annoying trait.

"Zadavia! How did you get free?" He shouted and questioned to her since there was no one in there but him, and he knew his men wouldn't act out of his order, but got his answer in the form of Loonatic orange.

"Oh, that was me. I found the off switch." Duck said after quacking to her side. In anger he shot a beam at her, but she countered with a shield that sent his attack up. He leapt up to her and grappled with her almost like Massive did to him, but both used the same class of attack: light.

"It's about time." Duck shouted to the spider, bunny, and coyote that just came in. The fellow Loonatics did not like his tone since they had risked their necks just to get here, but Ace let it slide.

"Zadavia, could use some help Duck." Ace said to the family rival knowing that egg tossing, optic blast, metal manipulation, and webbing could help her out. After he said that the grappling went past them to prove his point.

"She's got it covered." Duck said since he knew she was fairing better than the four, but added, "Optimatus' wormhole is gonna send Acmetropolis to some kind of intergalactic meat locker." When he said that he pointed to a screen to prove his point. After hearing that Tech, Ace, Spider, and Duck all got over to the main console to see what they could do.

"Uh, any ideas?" Ace questioned Tech since he knew that he specialized in all knowledge while Peter specialized in biological science.

"Ace, me and my family may be super genius', but none of us have ever dealt with wormhole technology." The canine countered since he knew that none of them EVER attempted such a field out of fear.

"Bow down, and submit to my will." Optimatus said to his sister, not even paying attention to the Loonatics at the controls. After going through his short term memories he found one that would help our right now.

"Wait! The Freelangian universal code. Zadavia said you could use it to run anything from a child's toy, to a warp engine…" Tech said while sitting up and digging out a sovener from their founder's space craft.

"To a wormhole." Ace finished for him and added, "Get on it." They all heard the sound of someone coming in, but it wasn't their friends just more Opti-Forces.

"Oh, swell." Duck said as he saw the kin of his jailer coming at them.

"I'll be right back." Ace said to them, but was interrupted with a hand on his shoulder, and when he turned around he saw that it was Spider-Man.

"No, I've got this. Just in case Optimatus sees what your doing." He explained and ran off to them. "Okay you titanium twerps let's see who can take a bigger shell kicking." He said after standing in front of them, but then got to work. He ripped one bot's head off, and then angled the other's gun to one of the other troops. While he was doing that Tech was typing on the controls with one hand while holding onto the chip with the other.

"It's too late, Zadavia." The brother said to the sister enjoying the look of pain on her face not knowing of the others.

"Okay I'm gonna need a couple of volunteers for this one, so I'll need you and you." Spider said while shooting at the two of the robots and with all his strength pulled the two together, but was able to dodge the boom.

'Just hope I'm good enough to do this.' Tech thought as he continued to type. Duck looked around and prayed that they were going to live through this one.

"Your feeling for these creatures have made you weak Zadavia!" Optimatus shouted while firing a low level blast at her which caused her to land on her butt. At that instant Ace was ready to use optic blast and Spider was ready to web his face after seeing that, but they didn't get the chance.

"Feel this brother!" Zadavia said while shooting beams from her eyes and hands which sent him flying right when the other three walked in. Slam and the other two were caught off guard at that, but they did see who sent him flying.

"You go girlfriend." Lexi said in praise and then heard a low growl from their current foe.

"This battle ends here, Zadavia!" He shouted with only a pair of glowing hands while Zadavia was bathed in an aura sphere.

"No." She said back and sent him flying further with a stronger aura beam move. After that was done they went to see if Tech had done his part of stopping the wormhole.

"Tech, time's up." Ace said when he saw his home halfway into the tunnel. The coyote looked at the chip and with a deep sigh prayed he put it the right stuff.

"Here goes: engaging." He said to them before placing into a slot. The team saw that it had spit out their home planet, and it was safely in its natural orbit. The team saw it and the team celebrated the feat: Zadavia and Ace hugged, Rev cheered for it with both arms raised, and Lexi gave both Peter and Slam high fives.

"Tech, you shut down the wormhole." Ace said to savior with his right arm around Zadavia's waist. He did like the words, but he had to be honest to them.

"Well, not shut down exactly." He said after doing the wipping sweat off of head routine and added, "More like relocated. If we don't escape from this planetoid immediately that wormhole is gonna send us to another galaxy far, far away." The team did not like that kind of sight since they still had those other four to deal with, but luckily the sister of their enemy knew what to do.

"Everyone, into my brother's ship." They all ran off to where the ship would be stored, and Zadavia was thankful that her brother's habits haven't changed since his ship was right under his bedroom, The eight got inside and flew off, but there was one that knew of her plan.

"Zadavia, now you'll pay." Optimatus said as he approached the bridge and fired an aura blast at her for a killing blow, but Spider-Man intervened and used himself as a shield.

'Good thing this suit is made of Adamantium and Vibranium.' He thought since he knew the attack wasn't putting a dent in his armor. Ace saw that he was too busy blasting Spider to notice anyone else so he took his shot; after doing a cartwheel and fired at him.

"Ah, that felt good." He said while watching him fly into the room that they were just it. Zadavia picked up the wrist band that fell off and aimed it at him.

"Now you'll pay brother." She said and created a wormhole, sending him away while screaming to them.

"I'll be back!" The team was able to get out of there just in time. Once out of danger the founder of the Loonatics and a ruler of Freeling decided to thank the team.

"Thank you, Loonatics. You've saved me and the galaxy. Your are all heroes, my heroes." She said to them much like she has done before, but they knew that she really was thankful, and not just congratulating them.

"Just for the record she's talking about me." Duck said to the rest of the team, but was shoulder shoved from behind by Slam who wanted to return her statement.

"We like you too." He said after giving her a hug and looked at her with innocent eyes after parting. Duck, who found himself looking out the window after the shove, but a thought entered his mind.

"What do you think happened to Opti-tomato?" He asked while making fun of her brother's name at the same time.

"The wormhole will reopen in some cold remote part of the universe. I doubt we will be bothered by him for a long time." She answered to him, and she was right as he was sitting on what was left of his base with a fire going.

"Ow." One Opti-Force member said as his torso was tossed by his creator to keep the fire going.

"Oh, be quiet." He said to the machine and added, "Oh, this is not the end Zadavia. I shall seek vengence upon you and your accursed Loonatics.' He said making sure that he kept up to that word. Back on his ship a different question came to the field leader's mind.

"Hey, Zadavia, maybe you can hang out at our headquarters now that the wormhole problem is gone." Ace said to the ruler of a whole planet.

"I am honored Ace, but you still have them to deal with." Zadavia said, truly flattered to see their home with her own eyes, and not through communication, but she turned on a monitor that showed the four covering facedown.

"Oh right, them." He answered dryly. She put the vessel into stealth mode and dropped the seven off a stones throw away from them. The villains on the other hand decided to stop their cowering.

"The wormholes gone." Mallory said to the others after taking a chance to look at the sky and saw nothing. "We're saved." She added while standing up.

"What about the Loonatics?" Paula questioned while getting up since all but Duck weren't half bad people.

"My guess is: they perished in some stupidly noble way so that Acmetropolis could survive." Mallory answered the fellow female since she wanted to show off the best brain, since the competition was gone.

"Losers." Drake said to them after hearing that even though there was a tiny spot in his mind that wondered if he would have the heart to do such a stunt.

"Wait, do you know what this means?" Massive questioned to them and added, "We can go through Spider-Man reforming plan." The three gave him strange looks, so he corrected himself. "What I meant to say was, there's no one that can stop us from taking over the world." Both of his ideas was stopped when they heard a voice that sounded like Loonatic orange.

"Greetings losers." The billed one said causing them to turn and saw them: Danger Duck, Rev Runner, Tech E. Coyote, Ace Bunny, Lexi Bunny, Spider-Man, and Slam Tasmanian all standing there.

"What up, doc?" Ace questioned when he saw that their full attention was on them.

"The Loonatics!" The four announced in pure surprise since they believed that if they couldn't beat Optimatus neither could the heroes, but somehow they did.

"Let's get `em. Ha." He ordered to the others and with seven heroes to four villains it was pretty easy to beat them as a team. After an easy win for the team they all headed back to headquarter for some well deserved shut eye. As three of them went to bed in no time there were four that were still awake.

'I wonder if what I felt for an instant is what Peter felt when his aunt, best friend, and…girlfriend.' Lexi thought as she stared at her ceiling wondering why it was so hard to think of a red head human as a girlfriend to someone like Spider-Man.

'I can't believe how she felt when we hugged. She was so soft, and her skin was so warmed.' Ace thought as he recalled how he felt when he and Zadavia hugged. Peter wasn't thinking he was doing, as in repairing his shoulder, and refilling the oxygen in case he needed it for space again.

"These components should do the trick. I just hope he doesn't mind that I used one of his spider tracers to find what I needed." Tech said as he was trying to finish a gift for their fellow Loonatic.


	18. Chapter 18

Spider-Man, and other characters are from Marvel and Stan Lee

Loonatics Unleashed is from Warner Brothers

Might Ducks is from Disney

Biker Mice from Mars is from (2006) for 4Kids

Teenage Mutant Ninja Turtles is from Eastman and Laird

Talon, Maggie, Claw are from Gargoyles who is from Disney

Chapter 18

A home visit

In the city of Acmetropolis there exists a group of seven heroes and one leader who has saved it several times over, but after the rescue from the wormhole and the re-capture of Sypher, Mastermind, Weathervane, and Massive there was hardly, if any, crime to thwart. Tech, the seven's technology has been working on a device ever since they defeated Timeskip that may help them better understand the seventh member of their team or Spider-Man/Peter Parker. "There it may have taken away all of my time to try to find out what happened to Black Velvet, but it's finally done." The super genius said when every thing was done on his latest toy.

"Alright, we're here Tech. What's up?" Ace questioned the big brain since he, the others, and Zadavia were summoned into Tech's lab for an announcement.

"If you dragged us here for nothing; then I'm going back to bed." Danger said to the tech-head despite that it was ten o` clock in the morning, a fine time to wake up, he was still tired.

"Trust me. It's worth you sleeping in." Tech said back to the mallard, and added, "We're going to Peter's home dimension." This information freaked all that were there out a little bit.

"Are you sure Tech? I mean I thought that he came here was an accident, and that he couldn't go back." Loonatic pink said to her teammate since there was a small part of here that was praying that he was joking with them, but she knew that when it came to inventions he hardly ever joked.

"That is true, but by borrowing one of his spider tracers, which was on my suit, I was able to find the exact wavelength to his home." The coyote explained to the rest of the team, and pointed to where he found it, and they all looked at the cubby hole in their communicators and saw that they each had one; each one was color coded for each hero.

'I guess he was just being a little protective of them.' Zadavia thought, and wondered if he had placed one on her cloak, but refrained from looking for it at the moment. "Not to doubt your abilities Tech, but are you sure that it will work?" She questioned deciding to change the subject.

"Well, I tossed an apple into it, and it hasn't been shot back, or came back deformed, so yes I believe it will work." He said back to her. He knew that the team were still a little iffy of going on accounting of remembering the wormholes three weeks ago. "How about it, Pete? Up for showing us around your home world?" Tech questioned to the arachnid, wandering if it was alright for them to go, but did not get an answer.

"Uh, Tech I don't mean to disrespect the best mind Acmetropolis has to offer, but you should know that in times of low if any crimes Peter usually web-slings for reconnaissance or sleeping in his room." Runner had informed in his usual high speed voice to the brain.

"Oh, that's right." Coyote said after remembering just that, and followed with, "Maybe one of you guys could…" He stopped when he saw that Loonatic pink had left without listening to his whole statement. She walked all the way over to his room, and when she opened the door she saw that he was sprawled on his bed with his lower half in Loonatic form, and the other in his traditional red and blue suit.

"Hey, web-head, time for you to wake up, and show us your world." Lexi said with a mixture of happiness and sorrow in her voice since she was interested in what it looked like, but was praying that he did not want to stay. His response to her was a simple turn to the left in his sleep. 'So, he's going to be like that, huh?' She thought and then prepared a light brain blast at him, but at the last moment he dodged it leaving a singe mark on his bed.

"What was that for, cottontail?" He questioned to her in surprise since she did not seem to blast someone in their sleep. She stared at him for a moment and then decided to give him a straight answer.

"Tech, has a toy that can let us see your world, and we kind of need a guide." She said to him and saw able to keep her worry our of her sentence, but not her eyes. He saw the worry, but knew what it was about.

"Hang on a minute and I'll be right there." He told her before grabbing a few printed photos that he had kept track of over the adventures. "Okay, now we can go." He told her and then started to walk off, but as he was a photo that was hanging outside of the shoebox fell out, and landed by her feet.

"What this?" Lexi questioned before picking it up. "Why would he have this picture?" She wondered aloud since the picture in her hand was when she wore that red outfit as a disguise when they had to deal with Massive. Not wanting to waist time she folded up and followed behind him.

"Alright Tech, I hear that you need a travel guide, but just as a forewarning my rates aren't cheap." Peter said once he entered the lab. The others got that joke and chuckled from it.

"Nice one Pete, but how bout this one be a freebee." Ace offered to him with his usual smile. The arachnid fake thought about it for a while, and came up with an answer.

"Sure thing, but I think we'll need something before we leave." He said to them and that was one thing that the others weren't sure what he meant by that.

"What do you mean, Peter?" Zadavia questioned to Loonatic blue. He looked at her and then the others and had a feeling that they would not understand since they did not know that there were two states that he was planning on visiting.

"We take our bikes. It'll be faster than trying to web-sling you guys around New York and California." He told them. The others were not sure how far those two places were, but they trusted his judgment on that matter.

"Oh, that's just great. Our bikes are at the basement. We'll never get to them and back up here even with Rev's help." Duck complained, but as always Tech had that problem taken care of.

"Don't worry. Watch this." Tech said to them and then went to a console and after a few keystrokes an elevator built bikes was activated and their wheels were in his lab.

"Smooth move, Tech." The swords-bunny congratulated his partner on his invention.

"Thanks I got the idea when Peter accessed his armor in our meeting room." The green one admitted, but let the others in on a slight flaw with this. "There's just one problem there are seven cycles, but there are eight of us." Spider-Man heard the problem, but also knew the right situation.

"No sweat." Parker said back and held their founder by the back of her outfit and carried her to Ace's bike, and set her behind the lead bunny. "See, there's no problem's here. She just has to hold onto Ace while he's burning rubber." Peter said after he did what he did, and then opened the secret compartment underneath his seat and put his shoe box in it.

"What about us?" Slam questioned as he gestured at his appearance. Peter knew what he meant by that question. Since they didn't look human would that be a problem.

"No. It won't I installed a hologram projection on the bikes, so passerby's won't see animals and a spider on bikes, just average bike riders." He answered and saw that the devil rubbed off some fake sweat. "Besides on our first stop we won't need the projectors." He added which confused them all.

"What's that supposed to mean?" Lexi questioned him. Wondering why have a holo-chip if we did not need it on their first stop.

"Oh, you'll see when we get there." He answered to her as he sat on his motorcycle. "Now, let's rock and ride." He said borrowing a line from a group that they were about to meet. The others did not know where that came from, yet, but they followed his lead into the vortex.

"Wow, I wasn't expecting New York to look like this. From what you said I pictured big buildings, big parks, and venders on every corner." Rev said after they left the tunnel and saw that they were in front of a mall location with no tall buildings anywhere.

"This isn't New York, Speedy. It's Anaheim. Trust me this is one place that is needed." Peter informed them as he got off his cycle, and the others did as well even though they were worried that this world would not accept their appearance…well most of theirs.

"So, where to first?" Ace asked him while helping Zadavia off. He was curious of the game plan that he had made for this trip. When the eight past the sign that read: Anaheim Mall Peter looked around, and was grateful to see that every store was still in business.

"How about this: Lexi, Zadavia why don't you try that store over to the right." He offered and the two saw that it was a clothing store. The pink ones knew that he was not the stereotyping type, so he must have had a plan.

"Sure thing. They ought to have a better outfits then the one we first saw you in." Lexi said with a sly smirk which that statement did get under his skin.

"Real funny I think my suit rocks." He said to her, and then continued with his idea, "Slam, check out that meditation crystal shop." He could tell that he may try it, but might not like it. "Tech there's a shop built just for you called - Lectric Land." The coyote looked at it, and was curious over what kind of technology this dimension had to offer.

"I believe I will." He said to the arachnid, but waited for him to get finished with the choices.

"Duck, how about you check out that comic shop." He said, but saw a dull expression on the mallard's face so he added, "If I remember right the cashier girl is pretty hot." Danger took that, but like the others waited for him to finish. 'Today's a Tuesday, so Wing and Duke should be getting the food: perfect.' He thought and decided to use two of them at once. "Rev, Ace why don't you two check out the food options at Weenie World." He said to the last two.

"No offense, bug, but while we're doing that what will you be doing?" Ace questioned since he did not tell them what he would be doing.

"I'll be sleeping at that bench." He told them and they walked closer to the stores, but before they left he added, "Oh, if you see humanoid ducks in your shops ask if they've ever seen me before." That said the team went to their spots.

"Impressive work even though I've developed these things in my sleep." The coyote said after going into the store, and saw a few of the things that were for sail.

"I know. This is stuff is years behind what Puckworld has." A voice was heard from behind the canine. Loonatic green turned to see who agreed with him and saw a duck hybrid. Unlike his team's duck this one was female with a purple long sleeve shirt, light blue pants, pink tinted glasses, white boots, and her hair pulled to the top of her head.

"I'm sorry. I do not think we had the pleasure. I am Tech E. Coyote." The inter-dimensional genius said to the girl with an extended hand. She accepted his offer, and decided that it only be fair to tell him her name.

"My name's Tanya Vanderflock." She told to him and after realizing that she was talking to a talking coyote she added, "I'm guessing you aren't from around here, are you?" She questioned, and half expected an answer that Nosedive would come up with.

"No, I'm not, I'm from another dimension in a town called Acmetropolis." He said to her, and she was surprised that she got an expression. "After you and I buy some things, maybe you can tell me if you know of a man in a red and blue suit." He offered to her, and saw that she sported a sad expression.

"By what you said. It sounds like your talking about Spider-Man. I'm sorry but he's…" She started and was about to cry, just as she did when she first heard the news, but to her surprise Tech put his finger to her bill to stop her from talking.

"Right there." He whispered and thumbed to the window. She looked at it and saw a blue and red uniform. A big smile appeared on her bill after realizing who it was. "I guess you want to see him first, huh?" He questioned having a feeling that she liked him, and got a nod out of her since she was too choked up for words.

"Pretty." Slam said in a daze as he saw all of the meditation crystals not knowing of a muscular creature behind him.

"Yes, they are quite …pretty." The man said and that was when the devil turned around and saw that there was a very buff duck behind him wearing a black sleeveless shirt, purple pants, pants, black boots, and a black pony tail. "You must be new here. I am Check Hardwing, but my friends call me Grin ." He said and offered his hand in a friendly manner.

"Slam Tasmanian." The purple and black bruiser garbled back to the duck.

"I can tell that you are a beginner in buying meditation crystals and a few tips to truly have inner peace." The buff billed one said and walked deeper into the store. The devil was about to joint him, until he remembered what the web-head said.

"Know him?" Slam questioned after turning the big duck around. The hockey player looked to where the fellow animal was pointing and saw an old friend at a bench.

"Little friend?" He questioned and decided to buy his things later. Danger Duck walked over to the comic store which he saw was named - Captain Comic which he thought wasn't half bad, but he was mostly concerned of the cashier girl.

'Pete owes me for wasting my time.' Duck thought after looking at the female. She was not that bad, the Mohawk look did work for her, but there was a man with a red mullet which he believed to be her lover so he left that alone.

"Whoa. There's a new duck in town." A voice shouted causing Danger to look in all directions, and when he did not see any around he had to ask a simple, but not needed question.

"New duck? Where?" Danger asked around trying to find the owner of the voice. A duck creature's head popped over a comic book rack near the corner.

"You dude. Since I've never seen you around." The other duck said while walking into view with a book in hand. This duck sported blue jeans, loose green T-shirt, a white/gray jacket, blonde hair, and white boots.

"I guess you don't know who I am. I am Danger Duck worlds greatest hero." Loonatic orange said with his fists to his waist. This caused the hockey duck to start to groan from his past experience with another pretender.

"Great another wannabe like that dork: Mondo-Man." The blonde duck said which got the other duck plenty steamed.

"I am so a hero." He started to say before creating two eggs, one in each hand and then added, "You can even ask Spider-Man since he's right on the park bench behind me." The second part got his attention since he did not truly believe that someone like him would die that easily.

"Whoa, hold the eggs. Where's Spider-Man?" The mallard questioned and then saw a red and blue figure on said bench. "No way, man. Thrash, hold this. I'll be right back." He said and tossed his comic to the red head man, and got ready to meet an old friend.

"Admittedly this place has a pretty good selection." Lexi said after she and Zadavia had entered the store that Spider-Man had offered to them. As they were looking around the rabbit found herself looking at the men's blue shirts, but as she was doing that another customer noticed that she was in the wrong section.

"The women's section is the other side." The voice said to the bunny. "But judging my the fact that you are in a black uniform and you are a rabbit too, I'm guessing you're not from around here?" The customer added and that was what drew her attention away from a blue dragon T-shirt and to the speaker.

'She must be the reason Pete sent us in here.' Lexi thought as she saw a female duck with a pair of light purple pants, light purple shirt that stopped before the abs, dark purple jacket, slip on whit shoes, and red hair. "You could say that. I know that the other section is for us I was just shopping for my…" The bunny started to say, but she still did not know what to call Peter, outside the battlefield, but luckily she was saved by a familiar voice.

"Her teammate. Sorry for interrupting, but I think it best for introductions." A tall blonde woman said while walking over to the two humanoids. "I am Zadavia and this is Lexi Bunny we, along with six others came from a different dimension to relax." She continued and saw a sigh of relief escape her beak.

"For once out of towners that aren't here to destroy the Mighty Ducks or take over the world." She said to them, explaining to them of her sigh and added, "My name is Mallory McMallard by the way." A thought entered the gymnasts mind, one that ALMOST awoken her inner green eyed beast, but she was still able to say it.

"One of my teammates you may know." The pink bunny said and saw that her sentence got the fellow shopper's attention, so she went on. "He's about yay high…" She started while showing her Spider-Man's height and continued with, "Often wears red and blue spandex, with two unblinking eyes, and has a sense of humor that makes you think he hit a few buildings while pretending to be Tarzan."

"Heh, It almost sounds like your talking about Spider-Man, but he hasn't been seen in a while, sorry." The duck said to them. She was pretty good at covering up her emotions since she, and the others lost their founder in their first fight with that dinosaur.

"Actually he fell into our dimension and has stayed and fought with the Loonatics." The blonde woman explained which she saw caught the young duck off guard. "If you do not believe my words, then turn around and see for yourself." She added and gestured back to the window. At first she did not see anything, but once she looked at the bench to the left of the window she saw him.

"No way." Mallory whispered and then walked over to the door, praying that this was no illusion, or hologram prank by Nosedive. The field leader and the speed creature of the Loonatics walked into their place: Weiner World. As soon as they walked in they saw two ducks. The one ordering the food wore dark green pants, white shoes, gold/white shirt with rolled up sleeves. The other had darker feathers with an eye patch, black boots, and a maroon/dark green trench coat.

"Those must be the ones Pete wants us to meet, so just play it cool." Ace informed Rev, but when he glanced over his should he saw nothing. "Oh no." The rabbit said and knew where he was.

"HEY ACE! I think these guys are the ones Spider-Man sent us to see!" Rev shouted while looking at the two of them and then used his super speed to spin around them, and asked questions at the same time. "Have you ever fought my Spider-Man? How did you guys meet him? Did you have to fight him? How did you get like this? Was it some sort of freak accident or…" His questioning was stopped when the one in the trench coat cloths lined him to stop.

"Kid, two words alright." The stopper said and help up two fingers while adding, "Shut…up." Runner nodded and the trench coat duck let him fall to the floor. The white feathered duck helped the speed creature back to his feet, and asked a question out of what he said at the start.

"Did you say Spider-Man sent you to see us?" He asked since he was not sure if that nut really died in New York by suicide. The rabbit by the entrance walked over to the group, and decided to be honest with them.

"That's right, doc. He's the one that brought us here. By the way the name's Ace Bunny, and you've already met Rev Runner." The yellow furred bunny said while gesturing to himself and to the roadrunner.

"Well, I am Wildwing Flashblade, and this is my friend: Duke L`Orange." The goalie said while gesturing over to himself and the man to his left.

"If your wanting to know he's over there." The rabbit said and pointed outside, and the two saw him laying on a park bench. Out of instinct they forgot to grab their food, and just went over to see him. In truth Peter Parker actually did fall asleep, but was awoken when he heard a voice.

"Sp-Spider, is that you?" He knew that voice, it was Tanya, brainiac of the Mighty Ducks. He saw that she, and the others were around him, but due to the fact that he was wearing his standard hero mask they didn't know that.

"Who else do you know that can wear red and blue long johns and make them look good." He said with his trademark humor. He stood up and was instantly slammed by both Mallory and Tanya.

"Man, it's great to hear those kind of lines." The yellow feathered genius said to him while hugging him. Peter looked at his team, but most importantly Lexi, to find out if it was okay to return their gesture, and got a nod. He put his left arm to Tanya's waist and his right to Mallory's waist.

"I don't get it, man. S.H.I.E.L.D. said that you killed yourself." The brother of the leader said while scratching his hair. After getting some breathing room from the two he answered in that long since familiar style.

"That's because those guys don't like me.' He said back and after the guys put one of their hands on his shoulder, or gave him a handshake he saw that they had a question on their faces.

"I owed the reaper five bucks, but he tossed him someplace else.' He said to them and they were all laughing their heads off over what he said, or at least the Mighty Ducks did.

"Man. Tanya's right. Listening to your comments always make us laugh." Duke said while holding his ribs. After their laughing fit the Spider decided to take his, and his team's lead since he wanted to got to his next location.

"Well, hate to meet and run, but we got to get to the next spot." He told the ducks and was about to make an exit, but was stopped when Lexi grabbed where she knew an ear was.

"Oh no you don't, web-head." Lexi said to him in an ordering tone and added, "I have yet to truly see the stores, and I'm sure the others wouldn't mind visiting a bit longer." He knew that she had a good point, and he also knew that Acmetropolis was still safe, so once his head was free he gave her a nod.

"Besides there's one more that ALL of you will have to meet before you leave." Wildwing said to them, and of course they all heard him stress that he had used on 'all', so they knew it was someone that not even Peter has met. "Let's head over to the pond." Wing added and the group all walked there. The Loonatics were surprised to hear their footsteps as they walked through the lobby.

"Guys duck." Lexi announced to them and all but Danger Duck went down.

"Yes, Lexi they are ducks." He explained to her, but was caught off guard as a puck came and slammed him in the face.

"Canard, stand down it's us." Wildwing said to the shadow in the doorway to the rink. That's when a seventh duck walked over to them while holding some sort of white handgun. The difference between their clothes was that his was built for combat.

"Sorry about that. I guess I've just been on edge ever since I got back." The seventh duck said to them while helping his old friend up off the ground. "You guys must have good reflexes since I only had time to prep my gun before you guys moved." He added, wondering how they could have done that.

"That was because of my friend: Lexi Bunny. She's like Wolvie, but with better attitude." Peter said to the seventh duck, and all was silent before he added, "Who are you anyways?" The gun-duck chuckled about his question since he got a feeling he knew who the twin suited man was.

"The name is Canard, and I guess you are Spider-Man aka Peter Parker." The former leader of the Mighty Ducks said to him and that caused his white eyes to widen in shock.

"Your Canard? Can't be, according to the ducks you were pulled into a vortex by a trans-dimensional worm." Peter said and remembered what the six told him about, but could not believe the duck before them was the same.

"Actually it is. We took your advice, and was able to call the Shi`ar for the trans-dimensional tech, and they were willing to give it to us." Tanya said to the arachnid with a smile on her beak since that happened just last week, so now she was reunited by two of her friends.

"I do have a question?" Zadavia started and that caused all to look at her. "If you are all a team then why is Canard in uniform, and the rest of you are in civilian clothing?" She asked them, and none of them took offense to her choice of words.

"Simple, with our technology we are able to change from civilian clothes to battle mode." Wildwing said to her and then he and the others decided to show off what he meant by going battle mode in front of them. Their hero modes were different from their normal clothes but not by much.

"Fascinating. What do you call that device on your wrist Tanya?" Tech questioned as he marveled at the mechanical device on her wrist. The blonde brainiac saw where he was looking at, and was touched that someone dug her own invention.

"This is my Omni-tool, it's helped us out of a few jams." She said back to him and showed off some of the gadgets inside it. Slam saw the muscle duck and then grinned while cracking his knuckles which surprisingly Grin did the same.

"So, you guys are the heroes of this town?" Danger Duck questioned not sounding all that impressed.

"Yeah, that's right, but these guys are sort of my posse. You see I am the main mallard, the name's Nosedive." The blonde brother said to him with a thumb to his direction.

"Ho, ho, ho it is to laugh. You MIGHT be a leader, but I was laughing at your name. Nosedive, that may be a cool name here, but it does not compare to: Danger Duck." The Loonatic orange said to the other, and that caused an argument.

'Great.' Lexi thought after seeing the squabble and was about to stop it, but felt a hand on her shoulder.

"Allow me." Mallory said to her, and then proceeded to kick both of their butts. As that was going on Ace by now has spotted Duke's sword on his shoulder, and had to ask a very obvious question.

"So, I'm guessin you're a swordsman?" He asked and the gray feathered duck smiled about that.

"The best swordsman at Puckworld." He said and the red head of their team added her own part.

"Not to mention the best thief." She said to them darkly after kneeing the orange duck. She still remembered that little heart to heart team chat in London, and he still stole from them. He may have gotten their stuff back short after, but they got even once they got back home.

"Now, I'm guessin you're a swords-bunny." The duck questioned since he felt some sort of fighting spirit from the man in yellow.

"Yeah, I am. You up for it?" Ace challenged back and reached behind his back for his sword, and Duke grabbed onto his shoulder sword. Both ready to swap steel, but another familiar voice interrupted them.

"Guys, hey guys. You still have that photo shoot at the new lion exhibit at the zoo." A voice said aloud. As the ducks all groaned at that statement while the Loonatics all saw a portly man in a dull blue suit with an outrageous tie, brown pony tail hair with a few papers in hand.

"No publicity stunts today, Phil." Canard said to the man that was taking advantage of the alien ducks.

"And why not Ca-." He saw about to ask, but stopped when he saw Zadavia. "Hello, gorgeous." He said to her in a dreamy way. He began walking over to her, ready to sweep her off her feet, but a silver blade stopped him. "Hey, who ever threw that at me will be sued for almost giving me a heart attack." He shouted in anger.

"That would be Phil, our manager." Mallory answered Lexi when the rabbit pointed at the big man. Wildwing walked over grabbed the human's head and moved it to their old friend.

"That's why we're not into publicity stunts today Phil." He explained to the man who was also surprised to see the web-head.

"Whoa! Spider-Man, boobie, is that really you?" Phil asked knowing that he had just given the web-slinger an opening to open his mouth.

"Who else do you know that makes red and blue long Jones, look good?" He questioned and there was some suppressed laughter. "What what's up?" He asked them, wondering what was so funny.

"Don't you mean: red blue and black long Jones?" The tough female duck said which saw a confused reaction on the red face, so she pointed down. When he looked down he saw that he did not have his Loonatic top half.

"Why didn't you warn me, cottontail?" He whispered to where the super human hearing one heard his words. She just shrugged innocently to him, and knew just what to say aloud.

"You won't need to worry about the top if we stop for some shopping." She said to him, and since he knew that she could be a pretty persistent shopper he nodded his head in defeat. "I hear that you ducks are hockey players?" Lexi questioned to the alien ducks and got a nod from all of them, so she added, "How about a six on six: Loonatics against Mighty Ducks."

"You've got yourself a deal." Canard said without a moment's hesitation. "First, you, and your teams may need to borrow some of our gear." He added and the ducks showed the other heroes the supplies. After suiting up the two teams got set on the ice while Canard and Peter stayed on the sidelines: as alternates; Zadavia and Phil just watched as spectators.

'When I asked them to go to those particular stores, I banked on personalities, but it seems that most of them are matching the ducks blow for blow.' Peter thought as he saw Lexi and Mallory were matching each other perfectly, Slam and Grin traded feathers and fur while shoulder slamming, and Tanya with Tech almost had the exact footing to each other. 'There's just one problem…' He thought before hearing a voice by the goal.

"It's not the team that you guys are having trouble with, it's just that your too afraid to deal with Danger Duck." The orange Loonatic said with pride and then added a bad thing, "I bet you can't even get the puck past me." The ducks all stopped, and had the Loonatics clear the way for Grin, who had the puck.

"It can be done." He said calmly, and hit it so hard that Duck not only hit the net, he went through it and the wall behind it. The two teams stopped their match, and went to see if he was okay.

"What hit me?" Duck said as he tried to stand up. The ducks were just chuckling since this is sort of what happened to their leader when he said the exact same thing.

"Let me explain it in four words: watch what you say." Duke said to the duck since he knew the power behind the brawn boy after all he was the closest when he punched a chunk of snow the size of a boulder with just a punch during one of their publicity stunts.

"Maybe we should call it, after all we were doing this for fun, and I bet Peter has a few more stops to make before you leave." Wildwing said to the teams. Once Danger could walk without stumbling they were able to go see the mall, on the teams terms.

"I would like to know of your clothes changing technology." Tech said to Tanya after they had just left the pond and Ace retrieved his sword. She was more than happy to do so since she could tell that the coyote has had plenty of experience with various science fields.

"Come on, I'll help you find an outfit for your 'friend'." The brave duck said to Lexi, and the bunny knew what she was trying to deny since she was in the same boat with the armored one. As the others went about their business Peter walked back to the same bench, and tried to catch some z's since he knew that this was going to take a while.

"Spidey, oh Spidey." Lexi said to him again, and just like before there was no response, so she did the only thing that she could do. The rabbit grabbed one of Danger Duck's water guns, fully loaded, and sprayed it all over his head which waked him up.

"Okay, okay. I'm up." He announced while jumping high and then landed behind the bench. When reality caught up with him he saw that everyone else had shopping bags in hand. "I take it you guys are done." He said to them, wondering how long he was out for, but shrugged that thought off.

"Yeah, we are. I even gave the Mighty Ducks a copy of the portal technology that brought us here." Tech said to him, and with that the group of fifteen made their way to the entrance of the mall.

"It was good to see you again, Spider-Man." Wildwing said and offered a gloved hand for a hand shake which was accepted.

"Really wasn't that bad meeting your friends." Duke said while glancing at Ace and pointed to his shoulder sword.

"Perhaps next time you can join me for a spiritual living day." Grin commented while giving him another handshake.

"Dude, you hang out with some pretty weird pals, but they are pretty cool even if Danger Duck has an ego." Nosedive said to him.

"I heard that." Duck said to the reckless one.

"Not a bad visit considering the last time we met you nearly totaled the Migrator as bad as Duke." Mallory said to him before giving him a friendly hug.

"Y-you know it wouldn't hurt for you to drop us a line now and again." Tanya said to him, but was surprised that he was the one to give her a hug.

"Don't worry I will." He whispered before separating, and then walked over the last of them: Canard.

"Wish I knew a bit more about you, but you have your own dimension to defend, so I understand. Still nice meeting you face to face." Canard said to the seventh Loonatic, and after their shake the team parted ways on their cycles, but a little after they left Anaheim the team went for flight mode to save up on time; they also went for stealth mode for safety.

"So, what the next stop in our tour?" Ace questioned as he looked down at all of the buildings, and knew that they had yet to hit his hometown.

"A little place called Chicago for a quick visit." He said back and one half hour later they landed in an empty street near a cycle repair shop. When they pulled up to the place of business Peter saw a few familiar cycles just sitting there. "Watch as I get the next group out right away." He told the rest of the team.

'What are you planning Peter Parker." The founder of the Loonatics thought as she watched him pull up to the shop, and stop in front of the cycles on display.

"So, I guess this is where they repair third rate motorcycles." He shouted loud and clear. This caused the team to stare at him oddly since they had a feeling that whoever owned those wheels would not like the lip, and they were right.

"Ok, I don't care if you're a client of Charlie girl, no one talks trash about…my…ride." A gray furred mouse with red antenna and blue/purple armor and a mechanical arm was at the door that went deeper into the building said, but stopped when he saw the person that said it. "Spider-Man?" He said in disbelief as he saw the fallen hero.

"The one and only Modo. Your bros at home?" The hero in question said and asked. It took a few moments for him to shake off his surprise, but he was able to focus.

"Yeah, yeah they are. Along with Stroker and Carbine." The buff mouse said to the spider. In truth he knew of both and he hadn't used his stand by for Stroker for a while, so he was prepared for meeting him, but his serious niece was going to be another matter.

"Then we better meet them. Come on. Let go, go, go, go." Rev shouted to them and rushed into the building. The mechanical mouse saw this and pointed over to the door with a questionable look on his face

"Yep, that's how Rev always acts, but you'll get used to it…kinda." Ace said to him, and the rest of them walked in. When they came in they saw that a white mouse somehow stopped Rev and was ready to attack with a pair of blue glowing disks.

"This'll teach spy's of Cataclysm won't steal any of our secrets." The young mouse said and was about to attack until his vision was blocked by a strangely familiar substance.

"Relax Vinnie, he's a friend of mine." A voice said to the disk wielder. After tearing off the substance and looking at it and hearing the voice he knew who it was.

"Spidey, whoa it is you." He said calmly and then shouted at the top of his lungs, "Hey, guys, get down here and meet an old friend." His voice was carried over to the rest of the place, and almost as soon as he said those words three more mice appeared and one purple haired female.

"Haven't seen you in a while bug-boy." A blonde mouse wearing dark sunglasses and traditional biker gear said to him after deactivating his gloves. The other three put down their guns as well.

"Nice to see that you aren't dead, Spider-Man." The mouse female with long black hair said to him. For the Loonatics Zadavia and Lexi did not like how the guys have sort of become brain dead, or was at least acting like that.

"Before you start drooling in your mask, mind telling us who these guys are." Lexi said after slapping him in the back of the head and trying not to sound jealous.

"Right…well, these are the Biker Mice from Mars." He said to his team as a start not knowing that she would take Carbine's appearance in such a manner, but he soon added while pointing. "That's Stroker - genius with a monster. Throttle - leader on Earth end. Modo - mechanical genius, rivaling if not better than you Tech." He stopped because he saw the challenge in his eyes. "That's Vinnie - the Danger Duck of the team. Carbine - leader of the resistance on Mars." He added and was about to go on, but was canceled out by a friend of his.

"One thing webs, if she's the resistance of Mars; what is she doing here?" Ace questioned to the seventh Loonatic.

"An excellent question." The female mouse started and added, "I haven't gotten any reports of cat activity, so I decided to pay a visit to make sure that these dorks didn't screw anything up." He knew that she was a bit harsh, but he knew that was her way of saying that she was worried about them: especially the one in the glasses.

"Finally, there's Charlene Davidson, but everyone calls her Charley. She's the chief mechanic of the team." He said to her and she gave them all a wave of hello. About at that time a beastly growl erupted and once again they all took battle positions, but as much fun as it would be to milk their worry Peter decided to calm their nerves. "Don't worry, It's only Slam's stomach.

"If that's a growl then what would you consider a roar?" Modo questioned since he too was often a victim of his own stomach. After doing some prep work they were able to sit down and eat.

"I must say that I am fascinated on your motorcycles, what are your secrets of maintaining them." Tech questioned to their cybernetic creature. Modo, of course lived for bragging about his precious Hard Case, so he began to talk about upgraded cycle components. There was other discussions with the others as well: Stroker to Duck and Rev. Lexi to Carbine. Zadavia to Charley. Slam to Vinnie (eating contest mostly), and Ace to Throttle.

"When you came in your fists were glowing, I wonder if your skills could handle my eyes and sword." The swords bunny said with his eyes getting ready to fire and the sword was drawn.

"That sounds like a challenge, big ears." Throttle said and activated his gloves, ready to start a brawl. The females saw this and Throttle's higher up knew how to handle this.

"Just a moment." She said to Lexi and then before a shot from the eyes or fists could be fired she took both of their heads and slammed them together causing them to almost be knocked out.

"This is supposed to be a calm visit, so we don't need you blowing it, and keeping the web-head away." She shouted at the two down heroes.

"Is she always like this?" Ace whispered to the biker.

"Pretty much." He whispered back even though that he had a feeling that she heard their conversation.

"I can hear you, you know.' She informed them and then grabbed both of them by their ears, and forced them back to their feet. "Now settle down unless you two want to answer to me." She said to them before walking over to the others.

"Not to seem rude, but maybe we should get going. After all Spider-Man does have more stops for us I bet." Lexi said to the group while trying not to sound ungrateful of meeting them, but she knew that the arachnid often chose protection over visits.

"Your probably right, and don't worry everyone here has seen the man behind the mask." Charley said to the rabbit, and then looked at the ceiling where the hero in question was just standing.

"I don't need to change, so I'm good." Peter said to them, but had a gut feeling that what he said wasn't going to fly over very well.

"Come on, Pete, we already bought some clothes over here in this dimension, and made the necessary changes to the clothes while your were napping." Lexi said to him and she knew that he knew that she was right so she added, "Besides we still need to give those camouflage chips on our cycles a shot." She then waited for his reply.

"Alright, alright, you win." He told her and then looked over to the runner of the shop and asked, "You mind?" She gave him the 'go on ahead' gesture, and so they did which Slam had no problem of leaving Vinnie since he had eaten all of the Hot Dogs and chugged the soda before the mouse knew it.

"We'll each take a room and change." Lexi informed and they did just that, and to prevent Danger Duck's busy beak Zadavia took Charley's room and Lexi took Carbine's room. Their outfits were about the same blue jeans, but shirts that supported their colors, and thankfully to some of the heroes in this dimensions they held shoes big enough for them.

"I know that you guys said that your enemies haven't been seen lately, so if we need some extra help can we count on your help?" Tech questioned while handing their leader, Stroker a jump drive that held info over the device that brought them here.

"Thanks this might come in handy." The gutted mouse said to the tech-head.

"And if that day comes I hope to see you two again." Vinnie said to Lexi and Zadavia, trying to be smooth before Ace pulled his sword from his back pocket, and showed it to the flatterer while Pete just webbed up his mouth before putting his shooter back. Once again they took flight and stealth while waving before they faded from view.

"Please tell me that the next stop is New York." Danger Duck said since he didn't really like being far from his home, away from his obsession; even though that Charley, Mallory, and Carbine were lookers, and knew he stood a better chance than the other males.

"Yep, in fact let's land here." He said to them and then dived down with the others following his lead. "Here is where you guys need to turn on the camouflage chips." He informed them and they did just that. As the seven bikes obeyed the rules of the road they followed their guide all the way over to a small park with a building.

"This is our first stop of New York, Peter." Zadavia questioned, wondering what his game plan was even though that walking in this park with Ace…and the others by her side wouldn't be half bad. The person in question checked the spidey tracker, which he had with him since he first met the Loonatics, and saw four signals and a few others.

"Yeah it is, but I think there is a better way of getting in with our bikes." He told them and tried down a different road with the others right behind him. He kept on riding until they came to a river, but had to stop just before the guardrail.

"Now what?" Duck said not really trusting his direction since he and the others knew that he web swung, so what would he know about the roads. Peter ignored his question and looked at the rock wall beside them, and that's when he saw the answer, an overgrown pipe.

"We go through there." He said and pointed over to the pipe. Since he was a good man he had to find a better way then going through the guardrail and that was when he saw an old dirt road that lead to the river. After taking that they were able to drive on in not knowing that they had set off an alarm.

"See. I told you that we did not need a grid over the pipe." A voice said to the others in a matter of fact tone. The ones that were within earshot still did not like how he was taking this.

"That may be Donnie, but that does not excuse the fact that there are about seven people coming this way." Another said before adding, "Everyone, stand ready." He and the other three unsheathed a bo staff, nunchucks, sais, and katanas. There was even one that held a hockey stick. The team stood there ready to intercept until gray strands came at them, and was able to tie them up, in a stalling fashion.

"An ambush, just for me." A voice said in the tunnel, and at that moment after hearing the voice and knowing the style of quip they knew who it was; the webbing did help.

"Very funny, bug-face, just wait till I get free so I can show you how much I love you comin back." Raphael growled while struggling to get free. After a few moments both and the others were free (since he used his thinnest line).

"So, I take it that this is where you were after you disappeared?" A rat questioned after seeing the other animals around him. The ninja master knew that the warrior was not dead because he could tell that the arachnid was still around, somehow.

"That's right, Master Splinter." Peter said to them and the added, "These are my friends and fellow crime fighters: the Loonatics. Ace is a swords-bunny, Lexi is as ALMOST as agile as me. Rev is a fast runner and talker. Duck is…Duck is…a teleporter. Slam is both muscle and tornado starter. Tech is the brains of the bunch. Finally there's Zadavia the one that brought us all together." As he introduced them he pointed to each of them.

"A fellow swordsman, huh?" A blue masked turtle said while grabbing the handle of his sword. The gray furred swords bunny took the challenge and got out his sword. The moment that it was unsheathed the turtle could sense an almost mystical aura around it, and that was when he remembered that Spider-Man was out of town when they had to deal with Demon Shredder. "Before we exchange steel perhaps we should introduce ourselves." The swords-turtle said to them and started, "I am Leonardo. The one in purple is Donatello - our brains of the bunch. The one in red is Raphael anger incarnate. Michelangelo is…is…the party animal." As he said that he pointed at himself and his brothers.

"I will take it from here, my son." The gray furred one said and then went to it. "I am Splinter the father of the turtles, and father figure to the others. Casey Jones - the one with the sports equipment, and April O'Neil the one by the computers." He said while pointing to the two other humans. Peter saw them waved, and saw that they too missed him, but then he noticed a couple new faces.

"Ok, Master, I know that there's Leatherhead, who had to get his own home after what that sadist Bishop did to him. Angel - a friend of Casey's, the Justice Force, Uncle Augie, Lord Simultaneous and his apprentice, Usagi along with the others at the tournament, and Professor Honeycut." Peter said to the rat and got a nod after saying a few of their friends, but then added, "So who are those two since I don't remember meeting them?" The older man knew who he meant, and was happy to explain, but Raph beat him to it.

"While you were with your new pals we had to deal with a Demon Shredder, and after that a fan-girl that's into me came after us, and the Ninja Tribunal forced the blue masked one on us." The red masked turtle shouted in anger while pointing at the couch for the two in question.

'As always Raph, subtle, but that does not give me their names.' Peter thought and was about to take to initiative and meet them, but they beat him to the punch. A humanoid turtle with a light blue mask and yin yang symbols along with a salamander like creature with brown hair and a fondness for pink walked over to the new eight.

"I am Venus, and this is Mona Lisa." The female turtle said politely to the Loonatics. The others greeted the two politely back. Soon after they went their separate ways Leonardo and Ace tried sparing one sword to two, Raphael arm wrestled Slam while keeping Rev's beak shut with the other. Tech and Donatello got to work on some inventions, and theories of why Spider-Man was spared.

"Ok, so, our fearless leader is sword dancing. The eggheads are chatting, Slam is arm wrestling a turtle, and Rev is having his having his beak tied. Guess there's nothing else for me to do." Danger said and was about to meet the two girls until he was interrupted by the orange turtle.

"What about it duck, up for fighting me on my latest video game - Zak 20?" Michelangelo said to him pleading that at least one of them, outside of Spider-Man, was into what he was into.

"Sorry, but I have more important things to do." He answered back and resumed his pursuit to the females. That was when that they were chatting with Lexi, and was about to go to them until he heard Mikey talk again.

"I guess your not a duck after all, your just a big chicken." He said and that was when he got angry.

"No one calls Danger Duck a chicken, and gets away with it." Danger said and added, "You want be to play your game then you got your self a player." The two headed to the television and got ready to play the game. Peter also saw that Zadavia was speaking with Splinter.

'No doubt comparing teams.' Spider-Man thought as he saw all of them in action, and decided to watch and enjoy the sight. After two hours of talking, swordplay, arm wrestle, and video games the eight were ready to head to the next location.

"Knowing you Peter, you probably want to go to see Derek and his family." Donatello questioned even though he had a feeling that he was right.

"You got it amphibian big brain." He answered back and somehow knew what he was getting out despite not seeing him in a while.

"Thankfully I built a tunnel that will have you only a stone's throw away from his front door." The purple masked one said as he and the others watch them board their motorcycles and drive through the tunnel.

"I understand that you were going for similarities for the others, but what is the story of meeting these other people." Tech questioned to the New Yorker since he understood why he met Tanya, Modo, and Donatello, but what did this new group has to offer.

"Just like the others they are friends of mine and they had dealt with a foe similar to one of ours." He explained to them as they were going down the tunnel.

"Which one could that be? We have encountered several." Zadavia combo stated to him while holding on to Ace.

"The Ringmaster. Remember how he turned us all into fuzors?" He questioned and got a few nods from the lot of them and added, "Well, these guys sort of went through the same thing." The others wondered what he meant by 'sort of', but they knew they were soon going to get their answer.

"Well, this is the place." Peter said as he gestured to a pair of big, thick doors of steel. They just stared in awe over what he was showing them, all of them thinking that his latest friends were real New York giants. "Hey, Talon! I know you can hear me. Let me in!" He shouted to the door, and after he said that the pair of big doors opened.

"Loonatics, get ready; just in case these guys aren't big on visitors." Ace ordered and all of them got off their bikes and prepared for battle. Out of the doors came three cat-like creatures. Each had bat wings and claws, but their choice of cat was different: a black panther, Siberian tiger, and lioness.

"It's always good to see you, Peter. Considering, you know, your supposed to be dead." The panther said to one of the humans in the group. In truth the inter dimensional team wondered how long they were going to hear that line.

"Well, you really can't believe the papers these days." He countered and then added a bit more even of emotions, "How about you let me and my friends inside?" The leader of the three nodded and let them wheel their vehicles inside.

"The first thing is, even though you guys have done it before, are introductions." Talon said to them and decided to spare the web-head the trouble for his group. "I occasionally go by my first name: Derek Maza, but I have a tendency to be called: Talon. These are my family - the silent one is Claw." He started and waited for the tiger to give off a timid wave. "And this is Maggie Reed Maza." He said and pointed to the nervous female feline. As soon as he said that Peter saw the rings on the two's fingers.

"Okay, wow…just wow. I guess I am a little behind the times." Peter said to the two, and that was when he also finally realized the slightly bigger stomach on Maggie. "Anyways this is my team - Zadavia is the founder. Ace Bunny - is the field leader and swords-bunny. Lexi Bunny is the agile one, second only to me." He started with those three and then got a taste of a brain blast to the bum, despite his reflexes. "Okay. Okay - is the best in agility, happy?" He counted while looking at the orange rabbit with the pink top and blue jeans.

"It's a start." She said simply and added, "Well, what are you waiting for introduce the rest." He let out a frustrated sigh as low as he could, but he knew that she still heard him.

"That is Slam Tasmanian - the muscle. Tech E Coyote - the big brain. Rev Runner - the racer. Danger Duck - the third best comedian." He finished to them and added, "And then, well, you have me." There was a bit of charades from the tiger, and the leader knew what he was asking.

"I couldn't agree more you two must be starving." Derek said after deciphering the hand signs. He received happy garbled speech from the brown furred devil.

"That's Slam speech for - we're in." Peter said back to his old friend. He saw a table over by some of the homes that hold New York's homeless. 'Probably got that from our old friend Xanatos.' He thought as he advanced over to it. He saw that Maggie and the others were trying to set the table, but the Loonatics didn't want to be a bother, and that was when the arachnid had a plan. "I can fix it up fast. Rev, you mind pal?" He questioned to the runner.

"You got it Pete." He said and off he went: setting a table cloth, dishes, silverware, glasses, and what he believed to be their food. The eleven then sat down and began to eat. The fuzors of New York could tell who had the biggest gut for the team while they were chowing down.

"Too bad that you have chosen this time to see us. The others are still resting." Maggie said, having a feeling that Broadway wouldn't mind a buffet contest with the big one. They all ate and talked, or sign language, to one another.

"Hey, what's up with mitten's? Why doesn't he talk?" Duck questioned insultingly. As soon as he said that there was a very bad chill in the air.

"He been mute ever since his transformation. We do not know how, but we prefer not to pester him about it." Talon said in a dark manner, like saying for the mallard to drop it or he was going to rip that beak off his face. The rest of the meal was pretty average, and that was when Peter remembered the box in his ride.

"I'll be right back." Peter said to them and then booked it to the motorcycle, and took out the shoe box. As he walked over to them Lexi remembered the picture, that she still had on her, but said nothing about it. "Truth be told we had a little incident involving splicing." He informed them and then showed his labyrinth friends what he meant by showing images that he got of that adventure.

"Wow, these are something." Derek said to them after seeing all of the strange pictures. He then added, "Sorry about this." As soon as he said that the cat fuzor began laughing at how ridiculous most of them looked - mostly Danger Duck. There was one thing that his wife saw that the other two did not, but didn't say anything.

"Since Slam ate most of the food, how about we guys do the cleaning, and you ladies take a break." Ace suggested to them, and despite Duck's complaining the men of the table went to clean the dishes while the girls relaxed. Zadavia went to see the citizens around them while the animal women had a bit of a private conversation.

"Judging by the about of pictures that Peter had on him, and how was on each one I guess we can both agree that he likes you." Maggie said and saw that her comment caused the young rabbit to blush because of it.

"Maybe a little bit." Lexi tried to counter, but saw in the feline's eyes that her statement had no affect of changing her mind. "Perhaps you're right. I mean this picture came out of it after he picked it up." She explained and then pulled out the picture she found earlier.

"That really is a beautiful dress." The lioness said to her after looking at the picture, and then waited for the purpose of such a picture.

"Thanks, I guess that is one thing that any woman has - great fashion sense." Lexi said back to her and added, "I wore this when we were trying to capture a gravity manipulator by the name of Massive." She then rubbed her chin and finished with, "I still don't understand why he had this in it." The cat could only smile since she too sort of went through the same troubles with the strong willed Derek.

"Since you showed me this allow me to show you something as well." She said and then left the table with the rabbit close behind. After a bit of walking she carefully bent down and moved a stone tile to reveal a hidden compartment with a container inside. "This container has in it a few pictures that Peter took for me of me." She explained and was about to reach into it, but Lexi took it out for her.

"Sorry, I just thought it would be easier on you." Lexi apologized to the fellow female for her actions.

"It was. Thank you." Reed said to her and then added, "Follow me." The two went to a more secluded spot of their home and then she opened the container. "There you go. Take a look at them." She offered and the rabbit did just that.

"These are fantastic!" She exclaimed after just a few of them.

"That's one thing that Peter exceeds at - photo making." Maggie said and just watched the bunnies facial expressions. She was grateful of the shopping trips that Elisa, Fox, and even a reformed Demona took her on. Lexi saw that the outfits were of basics such as dresses, swimsuits, casual outfits, a few business suits, and even a few wedding dresses. Then there were a few that had…advanced outfits shown, and when it came to them Lexi put all of the pictures back in the container in a rush.

"So, what was this for?" She questioned while trying not to sound annoyed over some of the poses on those pictures.

"Just to show you that if he had a picture of you in that dress, and of you in that spliced form then he must really care for you." Maggie said to her and then added one other thing in order for defending Peter. "As for those other pictures I asked Peter to take them, so Derek could lighten up a bit." Lexi had a feeling that the panther really didn't trust them when he first saw them.

"Well, it looks like they worked." She said as she gently placed a hand on her stomach, and smiled. 'If we became this serious what would be the end result?' She questioned to herself after removing her hand. Once the dishes were done they all got ready for the next stop.

"Hey, Tech." Derek started to say when they were boarding their motorcycles which got their attention. "I appreciate the offer of returning us to normal, but after so long we kind of gotten used to these bodies." He continued since that was one topic while they were cleaning.

"I understand." The genius said after hopping onto his seat. The wall-crawler put his box back into the seat, and climbed on.

"Well, see ya next time, Talon." He said to the big cat. "Okay guys, time to meet the next piece of my friends." He said to the others, and they drove off. When they were gone Maggie turned to Derek and asked a simple question.

"Don't you think we could have told him?" He looked at her and smiled, knowing what she was talking about.

"What? And spoil his surprise?" He questioned and as he and the others went back to life Peter had hit a slight snag of meeting the next group of friend.

"How to get to the mansion from here?" Peter thought aloud while looking from side to side. Because of his absence of New York he was still trying to get his bearings. 'I guess I can try what was seen on most high speed movies.' He thought and then turned left and the others followed.

"Are you sure you know where your going, Peter?" Lexi questioned, deciding to catch up to him, and talk to him with her discussion with Maggie in the back of her mind.

"Sort of." He answered and added, "Remember it's been a while since I was last here." They understood that much, and as they traveled through a clean maze of pipes Peter was reminded of another group that he hung with mainly when his body was going through an evolved change. "Oh man. Guess for this part stay perfectly silent." He issued to them while driving nice and slow.

"Or what, we're going to wake up the algae. Oh, I'm so frightened." Danger said to the arachnid which his words went unnoticed. The only thing that Peter was concerned with the presence of one person in this location.

'Who knows maybe Caliban is still out of town?' He thought since Jubilee tried to keep the arachnid over what has happened to them. When he took another look around he didn't see anyone. ' Maybe they cleared out.' He thought after a quick look around, but as soon as he thought that they were attacked from the rear.

"Intruders will be crushed." A voice said and just like that a balding man came from behind and charged at them. Before they knew it he picked up Rev's cycle and slammed it onto the wall; thankfully he was able to get off of it.

'So much for this being a quick visit.' Peter thought as he saw the one he knew was Sunder. Naturally the Loonatics surrounded him, not knowing that their true selves were exposed.

"Animals?" The big man questioned as he looked at six of the eight and that was when a funny idea came to mind. "Hey, Piper, we actually got a use for you." He shouted into one of the tunnels, and just like that another person came into view. This person wore better clothes then the first, but also held a pipe.

"Well, this will be a challenge." He said when he realized that they were humanoid. He tried his luck just the same, and at first they didn't feel anything, but after a while they stood before him.

"What's going on?!" The brown haired human demanded to the man. He was ignored and saw that the man started to play another song and that made his team dance for him. "Alright that's it." He shouted and was able to pull out a shooter and gum up his pipe. He followed that up by giving him a good punch to the face finishing with, "Put a sock in it." Before he could check on them he narrowly missed another attack.

"Impressive, not a whole lot of people can avoid my attacks from behind." A female's voice said and tried a few more shots again which also missed. When he had the chance the old hero saw that it was the mutant Electric Eve.

"Okay that was weird." Tech said as he got to his feet, still shaking his head over what has happened. The others were doing just like him, and that was when that they saw their seventh man.

"Shake it off, Peter needs backup." Ace ordered and that was when they tried to help dealing with her, but others showed up. A light purple man went after Tech. Slam took on Sunder. A gray skinned man was Rev's opponent. A gray, almost black, skinned man was after Lexi. Duck had to deal with a man in an armor shell. Ace was the only free one, and he took advantage about it by charging at the white haired woman.

"Hang on Pete. I got your back." He said and unsheathed his sword, but was also stopped by some locals, but he was special he had to take on two. One was a man with his hair standing straight up and tattered clothes while the other was a very beautiful woman.

"You aren't going anywhere stranger." The one with the green shirt said and then the female transformed into a dragon like creature with fangs, claws, and back with a ridge of spines.

"That's new." He said and tried to use an optic blast, but the other took the hit and returned it, but the bunny dodged it. "So, is that." He said after he saw the other's abilities. As the swords-bunny tried to deal with this the others were also having problems.

"Your fast, but you can't outrun me." Rev's opponent said and counted with his specialty - tar. As that was going on Tech was trying to knock his opponent unconscious, but so far: no luck.

"Man, no matter what object down here I use this man is able to burn it." The coyote noted after tossing a pipe, but no affect. Slam was level with Sunder, but Duck wasn't doing so hot.

"HA! Is that the best you can do!" Duck's opponent said as the eggs weren't doing anything to him; even his tar eggs weren't helping. He was soon railroaded by his opponent. Zadavia saw all of this and was about to play negotiator until she felt something grab her arm and when she looked there was an elderly woman wearing almost winter gear.

"What's the matter, sweetie? Got a catch of the plague?" The woman questioned before making a successful touch to the blonde woman's face, and at that moment she was starting to feel strange. Ace saw what was happening to her from in between his two.

"NO!" He shouted before throwing his sword right in front of the attacker with her connection to Zadavia severed the founder of the Loonatics started attacking her attacker with aura attacks.

"Take her down." Lexi praised before finding herself up against the wall with one of these creatures cutting off her wind. By this time Peter webbed up his fist and was able to knock out Electric Eve with a punch.

"Okay let's see about the others." Peter said and took a quick look see. "Zadavia has Plague taken care of. Ace is going up against Scaleface and Erg. Slam was with Sunder. Duck was trying to take on Litterbug. Rev was dealing with Tar Baby, and Tech has his hands full with Cell." He said when he spotted them and that is when he saw a bad sight.

"Maybe if I knock some sense into you then maybe you'll listen to Piper's song." The creature said and reared back his fist ready to wake her up, but it was being held up. "What the?" He questioned and saw the brown haired one hold his arm with anger on his face.

"HEMINGWAY! Never! Ever! Threaten her!" Spider-Man said in anger and then forced him off of her, and with all his might threw him.

"Peter…I…" Lexi said after she could speech, but the problem was that she was still speechless.

"This is one shell of a visit, huh?" Peter said to her while combing his hair with his hand, and added, "Well, gotta run." He then charged at the one now known as Hemingway for another go. Lexi saw that without his sword Ace was going to need some backup. While all of this was going on there were three that stayed in the shadows watching.

'If that is who I think it is then this is pointless.' A female of the three thought while watching an old friend, that seemed like a traditional grandmother, walk over to the boy. Her power was that of emotional manipulation which can only happen through touch, but that was a problem since as soon as she touched him something…primal lashed out at her.

"No. Not him. Not him." She muttered while stepping away. When the female in the shadows saw that she knew who he was.

"That creature was the only thing that she can't handle." The woman said and finally put her stop plan into action. "Get going." She told the two, and they left their shadows beside her and went to the fight.

"Excuse me. Um, excuse me. If I can have your attention." A tall but thin creature said to them, but being timid they couldn't hear him, so the other one stepped in.

"Please let Leech help." A small green creature said and just like that nullified the power of everyone there, so they could stop. This action caught them all off guard, and they stopped their conflict.

"What has happened to all of our special abilities." Zadavia questioned when she realized that her aura attacks have stopped, but she was still fine. The two sides gathered together. With all of his powers gone, and no glasses in sight he had to just be careful getting to the others.

"Sorry for the attack, but you eight DID enter Morlock territory, so it was only fair." A tough female voice said and just like that a woman with short black hair with an outfit circling around orange and purple walked over the two of them. "Of course since you are with an old friend of the Morlocks will let this pass. How are you feeling, Spider-Man?" The woman added ending with a smirk.

"Hey, Callisto. Just great, but Leech, pal, do you mind giving us back our powers." He answered her while trying to see them since his power did help him with his vision, and the little green man nullified ALL powers.

"Oh, of course." The creature in question said and deactivated his power.

"Thanks." Peter said in an appreciative tone once he felt his powers return to him. "Your people can still kick some butt." The unmasked man said to her and then added, "But it feels as though there's one missing." At that moment another girl creature came out of the darkness, and right to the photographer.

"Spidey. Spidey." The girl said while she ran which caused him to go to one knee and ensnare her with both arms. After a small hug he looked at the young Morlock, and could see that she was at least three years older.

"Hey, Mariana, good to see you." Peter said as he looked at the blonde haired youth.

"Where have you been?" She questioned in an innocent tone. He did not want to tell her the truth since she was too young to deal with that kind of information.

"It's busy on the surface, so I guess I lost track of time." He answered her and then hung his head in shame. She could see his sad mood and decided to do something about it.

"It's okay, Spidey." She told him after giving him a slight peck on the cheek. He was a bit bashful over what she had done.

"Um, thanks." He said to her and then stood up after putting her down. He then looked to their leader Callisto and asked, "Well, do me and my pals have the okay to leave?" She looked at the eight, and the cycle with the minor damage before looking back at him.

"Sure. Get out of here." She said and after the eight gave them a nod, and they're thanks the team left them. "So, he has feelings for the orange one. I wonder what his reaction will be once he gets to the mansion." She muttered to herself, and as for the Loonatics they all used the stairs that connected the subways to the surface.

"Good. We're not too far off from the mansion." He said when they were back to street level. The team then drove down for a bit longer until they saw a stone building with a iron fence entrance. "There's our next stop." Peter informed to the others while going through the unusually open gate. Thinking nothing of it they continued until they were to the front door. "Just wonder who's going to answer the door." Parker said after knocking on the door, and when it opened he saw that it was Jubilee still adorned in that yellow trench coat of hers and the same glasses.

"PETER!" She shouted in pure surprise before wrapping her arms around them and letting tears of joy run down her face. In truth she hadn't been this happy since Xavier had returned from the Shiar fully restored.

"Yeah, yeah, it's me Jubilee." He said to her in a tranquil tone. After a few moments they parted ways and just looked at each other. "So…are the others around?" He questioned since he did not dig this creepy awkwardness. The answer to his question did not come from the female instead it came from a familiar voice from behind her.

"What's with all the yelling, kid?" An angered voice said with a groan of discomfort. A man with wild black hair, black shirt, blue jeans, and a whole lot of hair walked over to them, and in that instant Spider-Man knew who it was.

"Well, well, well; you've been on this planet for a for a few millennium and your still as butt ugly as ever." Peter said, which in his own way, meant that he was grateful of seeing Logan still standing.

"Nice one, bug. Surprised that mouth of yours hasn't killed you yet." Logan said back to him with an edge to his voice. An edge that Peter knew meant for him to keep a lid on it. Soon the other members of this team arrived, all but Rouge who was now returning from a shopping spree, but wouldn't get there for a while.

"So, you have encountered a woman with my abilities." A white haired woman that they now know is Storm questioned after hearing of their adventures. In truth all of them were happy that Spider-Man had made friends, but more importantly would be the fact that he now had a team.

"That's right Storm, but she called herself - Weathervane." Peter said to her. The arachnid was grateful that they were able to get done with the introductions quite easily, and without interruptions. The eight were now about to talk of their latest opponent - Optimatus, but Charles interrupted them.

"My apologies, Peter, but I thought that you would like to know that Rouge is on her way back here." Xavier said with a coy smile, knowing what he was planning on doing. Peter leaped onto the ceiling and crawled away while a woman in a green and yellow outfit with red and white hair came walking in.

"Sorry, I'm late comin back Professor. Ms. Marvel wanted to see if I still had her powers, so I lost track of time." The new arrival said after walking into the room the others were at. She saw her friends/family and then she saw the Loonatics. "Now who are you guys?" She asked them with a southern twang in her voice.

"My name is Zadavia and these are the Loonatics - Ace Bunny, Lexi Bunny, Rev Runner, Slam Tasmanian, Tech E Coyote, and Danger Duck." A blonde woman informed while pointing to each of them. After taking a good look at them she began to laugh.

"Sorry for laughin, it's just you guys would fit perfectly with a friend of mine's personality." She said to them and then became awfully silent for remembering of her meeting him. As she was in thought a familiar man came down behind her on a line then used his feet to keep him on the line, and cupped his mouth with his hands.

"Yo, Rouge, what up!" He shouted through his hands which caught her off guard, and fall flat on her face.

"What in tarnation?" She shouted in anger before turning around and saw who it was. "Peter?" She questioned while getting back to her feet. He saw her reaction and decided to use his sense of humor even more.

"Jeeze, what is with you guys? It's like you've never seen a dead guy before." He commented before landing on his feet. The absorbing woman floated over to him, put her hand over his mouth, and kissed.

"You know never to sneak up on me." She said teasingly back to him, and was happy to see him turn red; not noticing the orange furred one go green eyed. About that time a new laugh, a laugh that Peter knew that he would never hear again, entered the room.

"So, that's your famous sense of humor, eh Peter?" They all turned and saw a red haired boy walk into the room followed by a red haired girl, and a gray haired woman.

"Hey, tiger, been a while." The girl said with a smile out of seeing his expression.

"I hope you've been eating well, Peter." The gray haired woman said, and when the three new arrivals sat down Peter went slack jawed.

"Wh- what's the dead guys walking and talking?" Peter demanded before falling to his knees. By now the rest of the X-Men started laughing since all, including Logan, were in on this surprise.

"That's the pot calling the kettle black, wouldn't you say Peter." Beast said before seeing the hero walk over to them and hug the females and a handshake to his old friend.

"Seriously, what's going on." Peter said to them after calming down his emotions. The mutant team calmed down as well, and decided to tell him all that they knew.

"We were forewarned of the disaster by someone calling herself - Madame Web. The forewarning came to us in the form of a riddle." Charles said to him and added the riddle, "'A family will meet a demon, a fool will fall, and a hero shall rise.'" Peter thought of it, and knew that they made the right call.

"How did you know when to save them?" He questioned to them since the riddle never said when it was going down.

"Thanks to Logan hearing the engines of the glider the goblin used we knew of the day that it was going to happen." Scott said and was grateful for once to have the grouchiest man he's ever met be home with them.

"We didn't know what was happening." Aunt May said sending all of the attention her way. "I was about to show Mary and Harry our photo album, but all of a sudden Nightcrawler poofed in: dropped something on the floor, grabbed Harry with his tail, and Mary Jane and I with his hands. Before we knew it we were in this mansion." She informed after they were facing her.

"The device in which Kurt left behind was the holo-cube that you 'borrowed' from Mysterio." Hank informed the youth when he saw the spider scratch his brown hair out of confusion. "While they were here we told them everything about you." He added and that caused the old New Yorker to look back at her.

"I am very proud of what you have done, and I understand why you kept it from me." She said and that caused him to hug her again. "Besides I did have something to show them after they told me that." The aunt said, and that was when Peter saw the section of the album she was holding.

"Well, it was good to see you all again, but we got to go." Parker said after releasing her and about to make a mad dash to the door, but was stopped by his mother figure.

"Would any of you like to see Peter's baby pictures?" She asked the rest of his team. The seven others turned to the spider who was on his knees begging for them to not do that, but one of them spoke.

"Let's see those baby pictures, Miss. Parker." Lexi said and walked over to the three.

'Just to spite me, cottontail.' He thought, not knowing that two others caught that thought. "While your doing that I'm gonna go some place else." He informed them and left, but not before trying something. As soon as he passed the other doorway into the room the others were in Peter fired a line and was able to snag the book.

'That little sneak.' The pink Loonatic thought after seeing the stunt since she was right beside the line. Through the corner of her eye she saw Peter getting ready to yank, so she used a low level brain blast to fry the connecting line.

'Here we go.' He thought and pulled, but only landed flat on his back. 'What the heck.' He questioned before seeing that the other end of the line was blasted off. "Time to try a different idea." He muttered aloud before disappearing into the sub-basement. While he worked on a trinket for them, that symbolized the eight of them, the others got to know each other better.

"No ball a hair is gonna beat me in arm wrestling." Logan groaned as he and Slam saw which one was stronger. Peter made a purple triangle with a holo-image of Slam Tasmanian thanks to Beast's lab.

"How about a quick draw contest, doc?" Ace challenged Scott, who had switched his glasses for his yellow/red visor. While the beam blasters were seeing which had better reflexes the web-head made a yellow triangle with an Ace Bunny holo-image.

"So, that's your super power making fireworks, oh big deal." Danger Duck sassed after seeing what Jubilee is capable of since they tested explosive eggs to mutant powers which caused him to see spots. While he was making a fool of himself Peter made an orange triangle with a Danger Duck holo-image.

"You might be fast my fine, feathered friend, but Gambit is faster." The card dealer was trying to hit the runner with one of his cards. As they were testing that Peter made a red triangle with Rev Runner holo-image to boot.

"Fascinating. Truly magnificent." Hank said as he analyzed a sample of Tech's DNA, astonished by the structure. As the two were diving into that Peter just put the finishing touches on the green, holo-inducing triangle.

"I understand your statement, Zadavia. A team of mixed personalities is a hassle, but at the same time it is also enjoyable." Charles said as he, May, and Zadavia were speaking of the Loonatics, and the X-Men. Peter was finishing up a white triangle.

"I might be wrong, but I think there might be something going on between you and Peter." Jean Grey theorized to the bunny in question, and by this time he was getting done with a blue triangle.

"What do you mean?" Lexi questioned nonchalantly to the red head.

"After you agreed to see the pictures the name cottontail came from Peter's mind, a nickname for you I can only imagine." The psychic class countered and understood the timid of this situation since she was admittedly like that when feeling for the field leader came into play. As they discussed that Peter was finished with the pink triangle.

"There, finished." Peter said after sliding the eight slices into one whole. "Time to get to the others and get out of here." He said to himself before racing back to the upper home. By this time the others were finishing up with their meetings, and they all saw Peter.

"So, are you ready to go home, Peter?" The founder asked to him before seeing the strange octagon shaped shield on his left arm. "What is that?" She asked him kindly.

"This is a parting gift for the X-Men." He said and showed all of them the object. "Eight individual pieces that can slide out, and each have an image of each one of us." He informed and demonstrated what was just said. The former New Yorker walked over and placed it on the coffee table in the center of the room.

"Guess we should go." Tech said to them. Grateful that he gave Beast the blueprints to his device. After the eight said their goodbyes, and promises to invite them on holidays, the Loonatics boarded their rides and were about to go home until the blue brain stopped them.

"A moment Peter." He started and that caused them to look at him. "Before your…vacation you asked me to find your parents tombstones." He reminded and after he got a nod he added, "I found them. Here's all the information needed." Peter took in and nodded to his fellow big brain.

"Slight detour before going home guys, but trust me, this one is needed." Parker said to them and drove to the address with the others right behind him. As they drove to the next spot Lexi could only think of one traditional thought.

'Why are we going to see his parents tombstones?' When they got there and dismounted Peter walked over to the entrance, but glanced over the edge when he knew the others were right behind him.

"I'll handle this guys. Mind waiting outside?" He said and questioned to the others, not wanting to seem rude; this was just one thing that he often wanted to do alone.

"Beast said something about your parents, so why are we here?" Duck started to say in anger and added, "I mean you said to us that your…parents…are…dead." Near the end he realized what he had just said and the anger from Peter.

"Yes. Yes, they are." He responded solemnly. "Now, please guys, stay here." He said after taking a deep breath. He was about to go inside until he felt something grab his arm, and when he looked to his side he saw that it was Loonatic pink.

"Please, Peter, at least let me go with you." She asked in an almost pleading tone. He wanted to say no, but when he looked into her eyes he could only nod to her comment. The two went in while the others stayed behind watching the entrance. The web-head followed the directions to the letter, and that's when he saw them and knelt before them.

"Mom, dad, it's me - Peter; your son." The child of Richard and Mary Parker said to the stone. "I've done almost well in your name with my powers. I've made friends, and am even a part of a team." He added to the stone. The bunny behind him saw this and thought that it was sweet, so she joined in.

"Mr. and Mrs. Parker my name is Lexi Bunny, a friend of your son's and I can vouch for his statement. Our team would be dead without his help." She said after she knelt before the stone.

"Thanks." Peter whispered to her after placing a hand on her shoulder, grateful over what she had said. After standing up the two decided to leave the graveyard, and join the others.

"Do you think they would like me?" Lexi asked him with her head to the sky. Peter looked at her, wondering if he heard her right.

"I'm sure they would have, cottontail." He said to her, and that's when his 20/20 vision saw something behind the tree at the end of the path. "How about you go to the others. I'm gonna visit my Uncle and then I'll be right up there." He told her with a reassuring smile, and she gave him the nod.

'I hope there's nothing wrong.' She thought as she left to the others, hoping that Peter was just fine. Peter on the other hand knew that he had to deal with this individual.

"What do you want, Fury?" He asked with his back to the tree. A traditional gruff black man with one eye patch emerged from the other side of the tree and walked over to the former scapegoat.

"Nothing much. Figured you'd stop by here after you found a way back, so I waited." Fury said calmly and expected him to be angry for the fact that they didn't stop the goblin.

"Is that all? If it is then I have to get to my friends, I wouldn't them to leave me here." He said casually back; in truth he wouldn't mind beating the crap out of this man, but he knew that it wouldn't matter since he now knew his family was alive.

"Actually I was going to offer you a place as an Avenger, but after seeing the tenderness between you and that girl I can see that I'd be wasting my time." He said to the boy and saw that his sentence got his attention since he was facing the bald man now. "By the way we were able to salvage a few of your things; thought you might like them." He added and presented an average case, and when it was opened it housed a few comics, a hacky sack, a yo-yo, and a mini poster of a Ghoulish movie.

"Thanks Fury." He said and then the two walked over to the entrance. The seventh Loonatic could see that the man was about to ask about Lexi, but was interrupted by some arguing from the entrance.

"We better stop them." Nick said and the two rushed to the entrance, but when they got there they didn't see a full on fight, but instead average arguing: Duck to Hawkeye about weapon choice, Rev and Quicksilver, Tech and Tony, Ace and Captain America, and Slam to Luke Cage, but the females were just staring at them.

"It doesn't matter who I team up with, you guys have to beat them up." Spider-Man said to them after leaping onto the stone wall before the cemetery.

"Not now Peter. I'm just about done explaining to Ace here why my shield can take anything his toothpick of a sword can dish out." Steve Rogers said and that was when he realized the name he just said, and looked at the top of the barrier to see the man they've been watching.

"Hey, Cap." He said casually before landing in between the two teams. "I take it you guy's have been keeping the peace." Peter said to the Avengers just to strike up a conversation.

"It's good to see you again, kid." The man in the red and gold armor said before adding to him in a whisper, "So, tell me who's the lady with yellow hair." Peter knew who he meant, and was ready to answer him when a familiar sword came between their heads.

"What's it to you, doc?" Ace questioned in a protective matter. The two got some distance from the blade, and stared at each other. Iron Man took out a familiar device from his arm, and showed it to Loonatic blue.

"Before you ask your friend, I already have the blueprints on how to build a dimension device." He said to Peter before putting it away. "I also have a device for just such a thing." He added and pulled out a small device that looked like an average computer chip.

"Your losing your edge, shellhead. Tech has made several of those things. We have them in all of our equipment." Peter said to him, using his trademark humor, after glancing at the device.

"Not quite. This is a device that I…borrowed when Mojo transported us to his world. It was designed to view our dimension, but I modified it so which ever TV it's in can watch ANY show." The knight explained, but saw a dull expression on the web-head so he added, "Including some of the greats of Cartoon Network - the Ed's, Johnny Bravo, Samurai Jack." He then saw a familiar spark in the arachnid's eye.

"Tony Stark, you are the shellhead." Peter shouted in praise before snatching the chip. "The eight got onto their rides, but before Peter and the group left he said, "I know that you guys know their names, and the gear to visit, so we'll be leaving." The team left the Avengers in their dust.

'With luck this should work.' Tech thought before pressing a few buttons on his arm com link, and just like that a portal appeared. The team went through it and made it home. After making sure that they were whole the guys left the lab to relax.

"So, want to stick around, Zadavia? Ya know like to watch a movie." Ace offered to the founder of the team. She smiled at the field leader's offer, and it did sound good, but not just yet.

"I would love to, Ace." She started by placing a hand on his shoulder, but added, "Unfortunately I would like some time at my base if it is alright with you." He thought that he almost had some time with her, but he knew that she was always right, so he gave her a nod.

"Lounge area sweet lounge area." Parker said after walking into said area before lying on the couch. The others decided to do their usual thing while their inter dimensional friend thought of one thing, 'I can't believe that they are alive.' Soon after a couple of hours of activities they all went to bed, or so the web-spinner thought.

"Is this couch taken?" A voice questioned, and when he turned to face who said it he saw Lexi Bunny in night attire, which looked stunning on her. A shrug was her answer, so she sat down right next to him. 'I can't love Peter considering he DOESN'T feel the same to me.' She thought to herself after recalling all of her conversations with all of those others.

'Man, she looks good in that outfit.' Peter thought as he saw the field female of the group. 'Of course Maggie also looked good in night gear, but still…' He thought, but was interrupted by the fellow Loonatic.

"Peter, do you mind answering me this?" She started to him and finished with, "If you KNEW that Mary Jane, Harry, and your aunt were just fine - would you still try to come to another world." He thought of it for a while, almost honestly thinking about it.

"If it meant that I'd meet a stunning, long-eared, powerhouse that looked great in orange and pink fur; yeah, I'd totally do it." He answered her which caused her orange fur to have a tint of red to it.

'Maybe he really does care about me.' She thought before sleep finally taking over her.

'I still think that this was meant to happen since in this world no one hates me, aside from villains, and I do have a pretty good team.' He thought and then felt something on his right shoulder and saw that it was Lexi, sleeping peacefully. 'Guess I'm stuck here.' He thought since he did not want to wake her, so after taking a look at the city that he and seven others watch over he too fell asleep.


End file.
